**Exhibit10.19**

**PURCHASEAND SALE AGREEMENT**

**between**

**PRBENERGY, INC. (“Seller”)**

**And**

**MAVERICKPIPELINE LLC, (“Purchaser”)**

**Asof August 1, 2006**

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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

Asof the date first above written:
| MAVERICK PIPELINE LLC |                  |   |   | BELLE FOURCHE PIPELINE COMPANY |
|-----------------------|-----------------------|--------|--------|--------------------------------|
|                  |                  |   |   |                           |
|                  |                  |   |   |                           |
| By:                   | /s/ H.A. True  III    |   |   | By                             | /s/ H.A. True  III |
|                  | H.A. True III, Member |   |   |                           |   | H.A. True III, President |
|                       |                       |        |        |                                |  |  |  |  |

 

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