**EXHIBIT10.19**

As of August 1, 2006
| Maverick Pipeline LLC          |                 |
|--------------------------------|----------------------|
| Belle Fourche Pipeline Company | Via Fax 307-266-0383 |
| 455 North Poplar Street        |                 |
| Casper, WY 82602               |                 |

Attn:  Robert Stamp

DearSirs:

PRBEnergy, Inc., formerly named PRB Gas Transportation, Inc., a Nevadacorporation (“PRB”), entered into a Letter Agreement dated May 11, 2006 wherebyPRB was to purchase certain assets from Maverick Pipeline LLC (“Maverick”) andBelle Fourche Pipeline Company (“Belle Fourche”), the assets being described inthe Assignments and their exhibits, attached hereto as Attachments A1 and A2 ( “Assets”),for the sum of $462,500.

Uponreview of the right-of-way files of Maverick and Belle Fourche , PRB hasdetermined that there are gaps in the rights-of-way as indicated in Exhibit Battached hereto.  Maverick and BelleFourche have agreed to resolve the gaps on BLM and State property.  The gaps on private property will be theresponsibility of PRB and result in a downward adjustment to the purchase priceof $34,394.  The parties agree to adjustthe purchase price to $428,106.  PRB willpay Maverick and Belle Fourche in accordance with their wire instructions or asotherwise designated by them, and Maverick and Belle Fourche shall execute anddeliver to PRB the Assignments.

Therewas no material deficiency in the environmental report and no recommendationfor conducting further environmental testing, thus constituting a “favorable”environmental report.  Maverick and BelleFourche have consented to PRB’s request for a 3 month grace period, ending onSeptember 30, 2006, to conduct line pressure tests.  Should a line pressure test (conducted bySeptember 30, 2006) be unfavorable, PRB and Maverick and/or Belle Fourche, asappropriate, agree to meet to determine their further course of action whichmay include reimbursing PRB proportionately for that segment of pipe.  Any unfavorable tests conducted afterSeptember 30, 2006 shall be the responsibility of PRB.
|                                     |                  |                           | Very truly yours, |
|-------------------------------------|-----------------------|--------------------------------|-------------------|
|                                |                  |                           |              |   |
|                                |                  |                           | By:               | /s/ Robert W. Wright |
|                                |                  |                           |              | Robert W. Wright |
|                                |                  |                           |              | Chairman of the Board |
|                                |                  |                           |              |   |
|                                |                  |                           |              |   |
| ACCEPTED AND AGREED to              |                  |                           |              |
| As of the date first above written: |                  |                           |              |
|                                |                  |                           |              |
| MAVERICK PIPELINE LLC               |                  | BELLE FOURCHE PIPELINE COMPANY |
|                                |                  |                           |
| By:                                 | /s/ True III          |                           | By                |  /s/ True III |
|                                | H.A. True III, Member |                           |              | H.A. True III, President |

** **

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**EXHIBIT A**

**MAVERICK PIPELINE LLCASSETS**

NorthSegment — Approximately 4.5 miles of 6” diameter, .156” wall thickness, gradeX-42 pipeline between SWNW Sec 23-T57N-R74W and SESE Sec 9 T56N-R74W

NortheastSegment — Approximately 7 miles of 6” diameter, .156” wall thickness, gradeX-42 pipeline between NWSE Sec 10-T57N-R73W and SWNW Sec 23-T57N-R74W

EastSegment — Approximately 12 miles of 6” diameter, .156” wall thickness, gradeX-42 pipeline between SESE Sec 29-T57N-R72W and NESW Sec 35-T56N-R73W

SoutheastSegment — Approximately 16.5 miles of 6” diameter, .156” wall thickness, gradeX-42 pipeline between NWSE Sec 13-T55N-R72W and SESE Sec 9 T56N-R74W

SouthSegment — Approximately 9.5 miles of 6” diameter, .156” wall thickness, gradeX-42 pipeline between NESW Sec 30-T55N-R73W and NWNW Sec 29-T56N-R73W

SouthwestSegment - Approximately 7 miles of 6” diameter, .156” wall thickness, gradeX-42 pipeline between SENE Sec 35-T56N-R75W to SESE Sec 9 T56N-R74W

NorthwestSegment — Approximately 9 miles of 6” diameter, .156” wall thickness, gradeX-42 pipeline between NWNE Sec 7-T57N-R75W to SESE Sec 9 T56N-R74W

TransportationAgreement between Maverick Pipeline LLC and Petroleum Development Corporationdated April 14, 1999 for the transportation of gas on the Southwest Segment

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ExhibitB

ROW gaps — Recluse area lines to PRB
| ** **                    | ** ** | ** ** | ** ** | ** ** | ** ** | **Assigned**                                 | ** ** |
|-------------------------------|------------|------------|------------|------------|------------|----------------------------------------------|------------|
| ** **                    | ** ** | **Owner**  | ** ** | **Rods**   | ** ** | **Value**                                    | ** ** |
| Northwest Segment  (Fence Cr) |       |       |       |       |       |                                         |       |
| sw/4 ne/4 8 T57N R75W         |       | BLM        |       |       |       |                                         |       |
| ne/4 se/4 8 T57N R75W         |       | Private    |       | 79         |       | $1 ,970                                      |       |
| sw/4 9 T57N R75W              |       | Private    |       | 182        |       | $4 ,545                                      |       |
| n/2 16 T57N R75W              |       | State      |       |       |       |                                         |       |
| sw/4 nw/4 15 T57N R75W        |       | BLM        |       |       |       |                                         |       |
| ne/4 sw/4 15 T57N R75W        |       | BLM        |       |       |       |                                         |       |
| s/2 se/4 15 T57N R75W         |       | Private    |       | 182        |       | $4 ,545                                      |       |
| all 23 T57N R75W              |       | Private    |       | 364        |       | $9 ,091                                      |       |
| sw/4 sw/4 24 T57N R75W        |       | BLM        |       |       |       |                                         |       |
| ne/4 6 T56N R75W              |       | Private    |       | 139        |       | $3 ,485                                      |       |
| Northeast Segment  (Sandbar)  |       |       |       |       |       |                                         |       |
| sw/4 24 T57N R74W             |       | Private    |       | 0          |       | $- (too small, maybe  a survey error)        |       |
| North Segment (Sandbar)       |       |       |       |       |       |                                         |       |
| Tract 56E 34 T57N R74W        |       | Private    |       | 30         |       | $- (very small,  maybe a survey error)       |       |
| Southwest Segment (LX  Bar)   |       |       |       |       |       |                                         |       |
| all 36 T56N R75W              |       | State      |       |       |       |                                         |       |
| se/4 25 T56N R75W             |       | Private    |       | 170        |       | $4 ,242                                      |       |
| sw/4 ne/4 19 T56N R74W        |       | BLM        |       |       |       |                                         |       |
| e/2 ne/4 19 T56N R74W         |       | Private    |       | 85         |       | $2 ,121                                      |       |
| nw/4 nw/4 20 T56N R74W        |       | BLM        |       |       |       |                                         |       |
| s/2 17 T56N R74W              |       | Private    |       | 176        |       | $4 ,394                                      |       |
| all 16 T56N R74W              |       | State      |       |       |       |                                         |       |
| Abandoned segment             |       |       |       |       |       |                                         |       |
| ne/4 se/4 22 T56N R74W        |       | BLM        |       |       |       |                                         |       |
| sw/4 ne/4 26 T56N R74W        |       | Private    |       | 0          |       | $- (not on the asset  sale list)             |       |
| n/2 36 T56N R74W              |       | State      |       |       |       |                                         |       |
| Southeast Segment             |       |       |       |       |       |                                         |       |
| 35 T56N R73W                  |       | BLM        |       | 0          |       | $- (too small, maybe  a survey error)        |       |
| sw/4 se/4 6 T55N R72W         |       | BLM        |       |       |       |                                         |       |
| South Segment (Carson)        |       |       |       |       |       |                                         |       |
| se/4 30 T56N R73W             |       | Private    |       | 0          |       | $- valid easement in Sec 32; line appears to |       |
|                          |       |       |       |       |       | be  on the other side of Recluse Road, or    |       |
| e/2 31 T56N R73W              |       | Private    |       | 0          |       |  $-  road was moved at some point.)     |       |
| East Segment (Ute)            |       |       |       |       |       |                                         |       |
| ne/4 6 T56N R72W              |       | BLM        |       |       |       |                                         |       |
| s/2 s/2 24 T56N R72W          |       | BLM        |       |       |       |                                         |       |
| All 25 T56N R72W              |       | BLM        |       |       |       |                                         |       |
| se/4 se/4 26 T56N R72W        |       | BLM        |       |       |       |                                         |       |
|                          |       |       |       | 1406       |       | $34,394                                      |       |

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Note: 1) This list is subjectto change and subsequent adjustment if ROW documents are found at a later date,if ownership changes or if corrections are made to clear a ROW gap.) 2) Alllengths are scaled, not surveyed footages.

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