Exhibit
      10.19

     

    INDEMNIFICATION
      AGREEMENT

     

    GRAVES
      OIL &
      BUTANE
      CO. (GOBCO) OPERATIONS AND PROPERTIES

     

    As
      agreed
      to within the PDSA, and as previously acknowledged in the SDRA and the
FASDRA,
      the "Obligors" to the PDSA, Capco Energy (as limited below), Meteor Marketing,
      Meteor Enterprises, Graves Oil & Butane, Sedco, and Ilyas Chaudhary
personally,
      with total and combined authority for Ilyas Chaudhary to execute this
agreement
      on behalf of all named parties above, for themselves and their respective
successors
      and assigns, hereby agree to indemnify, defend and hold harmless GFILP and
      the
      Estate and their respective heirs, successors, assigns, agents, representatives,
      and attorneys
      from all claims, demands, damages, consequential damages, punitive damages,
      contracts,
      breach of warranties, liabilities, alleged violations of Environmental Laws,
      injuries to persons or bordering properties or both, actions and causes of
      action of every kind
      or
      nature, both known and unknown, including any encroachment, survey or boundary
      dispute, arising from or as connected to any GOBCO properties or any
      Environmental Condition resulting from or relating to the operations of GOBCO
      or
      any assets,
      leases, or properties formerly or presently owned or operated by GOBCO. This
      Agreement supercedes and replaces Paragraph 5.E. of the SDRA. Capco Energy
      is
limited
      to $250,000 cumulative obligation for any and all claims, penalties, or
      obligations under
      this Indemnification Agreement and previous environmental indemnification
obligations.

     

    It
      is the
      obligation of the Obligors to defend and provide indemnification hereunder,
      and
shall
      expire on the latter of the following events: on October 21, 2011. or until
      the
      final resolution of all known, pending, or threatened Environmental Condition
      or
      other disputed
      conditions or actions as recited in this Agreement relating to GOBCO and or
      the
      Secured properties which may arise or that are of record either before or prior
      to October 21,2011.
      Any GOBCO or third party site that has been mentioned or mapped for either
      suspect risk or actual environmental activity in any past or future
      environmental reports generated for GOBCO since the year of 2000 through the
      date of October 21,2011 without release, cure, or NFA or any she that has
      received a notice or demand from an Environmental
      Agency or a third party for investigation, clean up or other dispute shall
      be
      subject to the obligor's continuing indemnification until a closure or release
      letter from
      the
      appropriate party or agency has been received.

     

    The
      continued obligations shall continue on all such sites after October 21, 2011
      until a closure
      letter from State agency is received. With respect to sites on which there
      is a
continuing
      obligation, the obligation shall provide indemnification for claims from the
      State agency and for any other claims related to the property, including claims
      from adjacent third parties.

     

    The
      Obligors further agree to provide the GFILP during the effective period of
      this
Agreement:
      a) any material reports, notices, actions, disputes, Environmental findings
      of
      any type relating to the GOBCO or the Secured Properties This does not include
      regular ongoing communications between GOBCO and the Petroleum Storage Bank
      Bureau of New Mexico or similar agency in Colorado on sites that have ongoing
      work as of December
      20,2005; b) Documentation from any applicable federal, state, or local
governmental
      office or agency, that any Environmental Condition relating to GOBCO or
any
      Secured Property has been resolved and closed with no further action required.
      The Obligors
      will provide the foregoing reports or documents to the GFILP within thirty
      (30)
days
      of
      receipt or creation of the referenced documents.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Failure
      of the Obligors to perform on any terms of this Agreement, either by refusal
      to
      act within
      sixty (60) days written notice from the GFILP on any proved event that the
      Obligors indemnity covers, or by failure of the Obligors to act upon any
      government office
      or
      agency demand or notice by sixty (60) days, will cause a penalty of $50.000
      due
      from the Obligors directly to the GFILP. Said penalty will serve of no credit
      to
      any action, fine
      or
      costs to this Agreement, only for the benefit of the GFILP- Said penalty does
      not relieve
      Obligors of any obligations under this Agreement. Default of The Obligors to
      make
      said
      payment within thirty (30) days of written demand by the GFILP, will cause
      the
      penalty payment to become a judgment against the Obligors in favor of the GFILP
      with interest accruing at eight percent (8%) from the date of
      notice.

     

    This
      agreement is subject to Binding Arbitration (3 member panel) within 30 days
      of
      any incurred
      default to this Agreement by the Obligors or any incurred dispute between the
      parties which terminates the indemnity. The judgment of the Arbitration will
      be
      final and without
      appeal.

     

    AGREED
      AND ACCEPTED BY-ILYAS
      CHAUDHARY, 

     

    Individual^

     

    __________________________________


    Signature

    Printed
      Name: __________________________

     

    AGREED
      AND ACCEPTED BY: CAPCO
      ENERGY

     

    Printed
      Name:

    Title:
      ___________________________