As of August 1, 2006

EXHIBIT 10.19

As of August 1, 2006

Attn:  Robert Stamp

Dear Sirs:

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

Upon review of the right-of-way files of Maverick and Belle Fourche , PRB has determined that there are gaps in the rights-of-way as indicated in Exhibit B attached hereto.  Maverick and Belle Fourche have agreed to resolve the gaps on BLM and State property.  The gaps on private property will be the responsibility of PRB and result in a downward adjustment to the purchase price of $34,394.  The parties agree to adjust the purchase price to $428,106.  PRB will pay Maverick and Belle Fourche in accordance with their wire instructions or as otherwise designated by them, and Maverick and Belle Fourche shall execute and deliver to PRB the Assignments.

There was no material deficiency in the environmental report and no recommendation for conducting further environmental testing, thus constituting a “favorable” environmental report.  Maverick and Belle Fourche have consented to PRB’s request for a 3 month grace period, ending on September 30, 2006, to conduct line pressure tests.  Should a line pressure test (conducted by September 30, 2006) be unfavorable, PRB and Maverick and/or Belle Fourche, as appropriate, agree to meet to determine their further course of action which may include reimbursing PRB proportionately for that segment of pipe.  Any unfavorable tests conducted after September 30, 2006 shall be the responsibility of PRB.

EXHIBIT A

MAVERICK PIPELINE LLC
ASSETS

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

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

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

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

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

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

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

Transportation Agreement between Maverick Pipeline LLC and Petroleum Development Corporation dated April 14, 1999 for the transportation of gas on the Southwest Segment

Exhibit B

ROW gaps — Recluse area lines to PRB

Note: 1) This list is subject to 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) All lengths are scaled, not surveyed footages.