Unassociated Document


    THE
      SECURITIES
      REPRESENTED
      BY
      THIS
      CERTIFICATE
      HAVE
      NOT
      BEEN REGISTERED UNDER THE SECURITIES
      ACT
      OF
      1933, AS AMENDED
      (THE "ACT").
      THE
      SECURITIES MAY NOT
      BE SOLD, TRANSFERRED OR ASSIGNED IN
      THE
      ABSENCE OF AN EFFECTIVE
      REGISTRATION
      STATEMENT FOR THE SECURITIES UNDER SAID ACT,
      OR
      AN OPINION
      OF COUNSEL IN FORM, SUBSTANCE AND SCOPE
      CUSTOMARY FOR
      OPINIONS
      OF
      COUNSEL IN
      COMPARABLE
      TRANSACTIONS THAT REGISTRATION IS
      NOT REQUIRED
      UNDER SAID ACT OR UNLESS SOLD PURSUANT TO RULE 144
      OR
      REGULATION
      S
      UNDER
      SAID
      ACT.
 

    CONVERTIBLE
      NOTE

    


    
      
        	Fairfax,
                Virginia	 
	October
                20, 2006	
                $75,000

              


      

    

    


    FOR
      VALUE RECEIVED, INDIGO-ENERGY INC., a
      Nevada
      Corporation (the "Borrower"),
      hereby
      promises to pay to the order of James Walter or registered assigns (the
      "Holder")
      the
      sum
      of $75,000, on October 20, 2009 (the "Maturity Date"), and to pay interest
      on
      the
      unpaid principal balance at the rate of eight percent (8%) (the "Interest
      Rate") per
      annum
from
      October 20, 2006 (the "Issue
      Date") until
      the
      same becomes due and payable, whether at maturity
      or upon acceleration or by prepayment or otherwise. Any
      amount of principal or interest
      on this Note which is not paid when due shall bear interest at the rate of
      fifteen percent
      (15%)
      per
      annum from the due date thereof until the same is paid ("Default
      Interest"). Interest
      shall
      commence accruing on the Issue Date, shall be computed on the basis of a 365-day
      year
      and
      the
      actual number of days elapsed and shall be payable quarterly provided
that
      no
      interest shall
      be
      due and payable for any month in which the Trading Price (as such term
is
      defined below)
      is
      greater than $.15625 for each Trading Day (as such term is defined below)
      of
      the month.
      All payments due hereunder (to the extent not converted into common stock,
      $.0001 par
      value
      per
      share (the "Common Stock") in accordance with the terms hereof) shall
be
      made
      in lawful money of the United States of America, All
      payments shall be made at such address as
      the
      Holder shall hereafter give to the Borrower by written notice made in accordance
      with
      the
provisions
      of
      this
      Note. Whenever any amount expressed to be due by the terms of this Note is
      due
      on
      any day which is not a business day, the same shall instead be due on the next
      succeeding day
      which
      is a business day and, in the case of any interest payment date which is not
      the
date
      on
which
      this Note is paid in full, the extension of the due date thereof shall
not
      be
      taken into account
      for purposes of determining the amount of interest due on such date.
As
      used
      in this Note,
      the
      term "business day" shall mean any day other than a Saturday, Sunday
      or
      a day on which
      commercial banks in the city of New York, New York are authorized or required
      by
      law
or
      executive order
      to
      remain
      closed.

     

    This
      Note
      is free from all taxes, liens, claims and encumbrances with respect to the
      issue
      thereof
      and shall not be subject to preemptive rights or other similar rights of
      shareholders of
      the
      Borrower and will not impose personal liability upon the holder thereof. The
      obligations of the
 

    The
      following terms shall apply to this Note:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      I.
      CONVERSION
      RIGHTS

    


    1.1
      Conversion
      Right.
      The
      Holder shall have the right from time to time, and at any time on or prior
      to
      the Maturity Date to convert all or any part of the outstanding and unpaid
      principal
      amount of this Note into fully paid and non-assessable shares of Common Stock,
      as such
      Common Stock exists on the Issue Date, or any shares of capital stock or other
      securities of
      the
      Borrower into which such Common Stock shall hereafter be changed or
      reclassified at the conversion
      price (the "Conversion Price") determined as provided herein (a
      "Conversion"); provided,
      however, that
      in
      no event shall the Holder be entitled to convert any portion of this Note in
      excess of that portion of this Note upon conversion of which the sum of (1)
      the
      number of shares of Common Stock beneficially owned by the Holder and its
      affiliates (other than shares
      of
      Common
      Stock which may be deemed beneficially owned through the
      ownership of the unconverted
      portion of the Notes or the unexercised or unconverted portion of any other
      security of the Borrower subject to a limitation on conversion or exercise
      analogous to
      the
      limitations contained
      herein) and (2) the number of shares of Common Stock issuable upon the
      conversion of
      the
      portion of this Note with respect to which the determination of this proviso
      is
      being
      made, would
      result in beneficial ownership by the Holder and its affiliates of more than
      4.99%
      of
      the outstanding
      shares of Common Stock and provided,
      further that
      the
      Holder shall not be entitled to convert any portion of this Note during any
      month immediately succeeding a Determination Date on which the Borrower
      exercises its prepayment option pursuant to Section 5.2 of this Note.
For
      purposes
      of the proviso to the immediately preceding sentence, beneficial ownership
      shall be determined
      in accordance with Section 13(d) of the Securities Exchange Act of 1934, as
      amended, and Regulations 13D-G thereunder, except as otherwise provided in
      clause (1)
      of
      such proviso.
      The number of shares of Common Stock to be issued upon each conversion of this
      Note shall be determined by dividing the Conversion Amount (as defined below)
      by
      the
      applicable Conversion
      Price then in effect on the date specified in the notice of conversion,
in
      the
      form attached
      hereto as Exhibit A (the "Notice of Conversion"), delivered to
      the
      Borrower by the Holder
      in
      accordance with Section 1.4 below; provided that
      the
      Notice of Conversion is submitted
      by facsimile (or by other means resulting in, or reasonably expected
      to result in, notice)
      to the Borrower before 6:00 p.m,,
      New
      York,
      New York time on such conversion date (the
      "Conversion Date"). The
      term
      "Conversion Amount" means, with respect to any
      conversion of this Note, the sum of (1) the principal amount of this Note to
      be
      converted in
      such
conversion
      plus
      (2)
      accrued and unpaid interest, if any, on such principal amount at the interest
      rates provided in this Note to the Conversion Date, provided, however, that
      the
Company
      shall have
      the
      right to pay any or all interest in cash plus
      (3)
      Default Interest, if any, on the amounts referred
      to in the immediately preceding clauses (1) and/or (2)
      plus (4)
      at
      the Holder's option, any
      amounts owed to the Holder pursuant to Sections 1.3
      and
      1.4(g) hereof The
      term
      "Determination Date" means the last business day of each month after the Issue
      Date.

    


    1.2
      Conversion
      Price.

     

    (a)
      Calculation
      of Conversion Price. The
      Conversion Price shall be the Variable
      Conversion Price (as defined herein) (subject, in each case, to equitable
      adjustments for
      stock
      splits, stock dividends .or rights offerings by the Borrower relating
      to the Borrower's securities
      or the securities of any subsidiary of the Borrower, combinations,
      recapitalization, reclassifications, extraordinary distributions and similar
      events).
      The
      "Variable Conversion Price"
      shall mean the Applicable Percentage (as defined herein) multiplied by the
      Market Price (as
      defined herein). "Market Price" means the average of the lowest three (3)
      Trading Prices (as
      defined below) for the Common Stock during the twenty (20) Trading Day period
      ending one Trading
      Day prior to the date the Conversion Notice is sent by the Holder to
the
      Borrower via facsimile
      (the "Conversion Date"). "Trading
      Price" means,
      for any security as of any date, the intraday trading price on the
      Over-the-Counter Bulletin Board (the "OTCBB") as
      reported by a reliable
      reporting service ("Reporting Service") mutually acceptable to
      Borrower and Holder and
      hereafter designated by Holders of a majority in interest of the Notes and
      the
      Borrower or, if the
      OTCBB
      is not the principal trading market for such security, the intraday trading
      price of such security on the principal securities exchange or trading market
      where such security
      is listed or
      traded
      or, if no intraday trading price of such security is available in any
      of
      the foregoing manners,
      the average of the intraday trading prices of any market makers for such
security
      that are
      listed in the "pink sheets" by the National Quotation Bureau, Inc. If
      the
      Trading Price cannot be
      calculated for such security on such date in the manner provided above,
the
      Trading Price shall
      be
      the fair market value as mutually determined by the Borrower and
      the
      holders of a majority
      in interest of the Notes being converted for which the calculation of the
      Trading Price
      is
required
      in order to determine the Conversion Price of such Notes. "Trading
      Day" shall mean any
      day
      on which the Common Stock is traded for any period on the OTCBB, or on the
      principal securities
      exchange or other securities market on which the Common Stock is then being
      traded. "Applicable
      Percentage" shall mean 60%. In addition, the Holder agrees that it will
limit
      all
      of its
      conversions to no more than the greater of (1) $100,000 per calendar month;
      or
      (2)
      the average
      daily dollar volume calculated during the ten (10) business days prior to a
      conversion, per
      conversion.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    (b)
      Conversion
      Price During Major Announcements.
      Notwithstanding anything
      contained in Section 1.2(a) to the contrary, in the event the Borrower (i)
      makes
a
      public
announcement
      that it intends to consolidate or merge with any other corporation (other than
      a
      merger in which the Borrower is the surviving or continuing corporation and
      its
capital
      stock is unchanged)
      or sell or transfer all or substantially all of the assets of
      the
      Borrower or (ii) any person,
      group or entity (including the Borrower) publicly announces a tender offer
      to
purchase
      50%
      or
      more of the Borrower's Common Stock (or any other takeover scheme) (the date
      of
      the
      announcement referred to in clause (i) or (ii) is hereinafter referred to
as
      the
      "Announcement Date"),
      then the Conversion Price shall, effective upon the Announcement Date and
continuing
      through the Adjusted Conversion Price Termination Date (as defined below),
      be equal to the lower
      of
      (x) the Conversion Price which would have been applicable for a Conversion
      occurring on the Announcement Date and (y) the Conversion Price that would
      otherwise be in effect. From and after the Adjusted Conversion Price Termination
      Date, the Conversion Price shall be determined
      as set forth in this Section 1.2(a).
      For
      purposes hereof, "Adjusted
      Conversion Price
      Termination Date" shall mean, with respect to any proposed transaction
or
      tender
      offer (or takeover scheme) for which a public announcement as contemplated
      by
      this Section
      1.2(b) has
      been
      made, the date upon which the Borrower (in the case of clause (i) above) or
      the
      person, group or entity (in the case of clause (ii) above) consummates or
      publicly announces the termination or abandonment of the proposed transaction
      or
      tender offer (or
      takeover scheme) which
      caused this Section 1.2(b) to become operative.

    


    1.3
      Authorized
      Shares. The
      Borrower covenants that during the period the conversion
      right exists, the Borrower will reserve from its authorized and
      unissued Common Stock
      a
      sufficient number of shares to provide for the issuance of Common Stock upon
      the
      full conversion
      of this Note and any other Notes issued, based upon the Conversion Price.
If
      at any
time
      the
      Borrower does not have a sufficient number of Conversion Shares authorized
      and
      available, then the Borrower shall call and hold a special meeting of its
      stockholders within thirty (30)
      days
      of that time for the sole purpose of increasing the number of authorized
shares
      of
Common
      Stock.

    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    1.4
      Method
      of Conversion.

     

    (a)
      Mechanics
      of Conversion. Subject
      to Section 1.1, this Note may be converted
      by the Holder in whole or in part at any time from time to time after the Issue
      Date, by
      (A)
      submitting to the Borrower a Notice of Conversion (by facsimile or other
      reasonable means
      of
      communication dispatched on the Conversion Date prior to 6:00 p.m.,
      New
      York,
      New York time)
      and
      (B) subject to Section 1.4(b),
      surrendering this Note at the principal office of the Borrower.

     

    (b)
      Sur e de ote Upon
      Conversion. Notwithstanding
      anything to the contrary set forth herein, upon cony ion
      of
      this Note in accordance with the terms hereof, the
      Holder shall not be required to physically surrender this Note to the
      Borrower unless the entire
      unpaid principal amount of this Note is so converted. The Holder and the
      Borrower shall maintain records showing the principal amount so converted and
      the dates of such conversions or
      shall
      use
      such other method, reasonably satisfactory to the Holder and the Borrower,
      so as
      not to require
      physical surrender of this Note upon each such conversion. In
      the
      event of any dispute or discrepancy,
      such records of the Borrower shall be controlling and determinative in
      the
      absence of
      manifest error. Notwithstanding the foregoing, if any portion of this Note
      is
      converted as aforesaid,
      the Holder may not transfer this Note unless the Holder first physically
      surrenders this
      Note
      to
      the Borrower, whereupon the Borrower will forthwith issue and deliver upon
      the
      order of the
      Holder a new Note of like tenor, registered as the Holder (upon payment by
      the
Holder
      of
any
      applicable transfer taxes) may request, representing in the aggregate the
      remaining unpaid
      principal amount of this Note. The
      Holder and any assignee, by acceptance of this Note, acknowledge and agree
      that,
      by reason of the provisions of this paragraph, following conversion
      of
      a
      portion of this Note, the unpaid and unconverted principal amount of this Note
      represented by
      this
      Note may be less than the amount stated on the face hereof.

     

    (c)
      Payment
      of Taxes. The
      Borrower shall not be required to pay any tax which
      may
      be payable in respect of any transfer involved in the issue and delivery of
      shares of
      Common
      Stock or other securities or property on conversion of this Note in a name
      other
      than that
      of
      the Holder (or in street name), and the Borrower shall not be required to issue
      or
      deliver any
      such
      shares or other securities or property unless and until the person or persons
      (other than the
      Holder or the custodian in whose street name such shares are to be held
for
      the
      Holder's account)
      requesting the issuance thereof shall have paid to the Borrower the amount
      of
      any such
      tax
      or
      shall have established to the satisfaction of the Borrower that such tax has
      been paid.

    


    (d)
      Delivery
      of Common Stock Upon Conversion. Upon
      receipt by the Borrower from the Holder of a facsimile transmission
      (or other reasonable means of
      communication)
      of a Notice of Conversion meeting the requirements for conversion as provided
      in
      this
      Section 1.4, the Borrower shall issue and deliver or cause to be issued and
      delivered
      to or upon
      the
      order of the Holder certificates for the Common Stock issuable upon such
conversion
      within
      ten (10) business days after such receipt (and, solely in the case of conversion
      of the entire
      unpaid
      principal amount hereof, surrender of
      this
      Note) (such third business day being hereinafter
      referred to as the "Deadline") in accordance with the terms hereof.

    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    (e)
      Obligation
      of Borrower to Deliver Common Stock. Upon
      receipt by
      the
      Borrower of a Notice of Conversion, the Holder shall be deemed to be the holder
      of record
      of
      the Common Stock issuable upon such conversion, the outstanding principal
amount
      and
      the
      amount of accrued and unpaid interest on this Note shall be reduced to reflect
      such conversion, and, unless the Borrower defaults on its obligations under
      this
Article
      I, all rights with
      respect to the portion of this Note being so converted shall forthwith terminate
      except
      the right
      to
      receive the Common Stock or other securities, cash or other assets, as
      herein
      provided, on
      such
      conversion. If the Holder shall have given a Notice of Conversion as provided
      herein,
      the Borrower's obligation to issue and deliver the certificates for
      Common Stock shall be absolute
      and unconditional, irrespective of the absence of any action by the Holder
      to
enforce
      the same,
      any
      waiver or consent with respect to any provision thereof, the recovery of any
      judgment against
      any person or any action to enforce the same, any failure or delay in the
      enforcement of
      any
      other
      obligation of the Borrower to the holder of record, or
      any
      setoff, counterclaim, recoupment,
      limitation or termination, or any breach or alleged breach by
      the
      Holder of any obligation
      to the Borrower, and irrespective of any other circumstance which
      might otherwise limit
      such obligation of the Borrower to the Holder in connection with such
conversion.
      The Conversion
      Date specified in the Notice of Conversion shall be the Conversion Date
so
      long
      as the Notice of Conversion is received by the Borrower before 6:00 p.m.,
      New
      York,
      New York time,
      on
      such date.

     

    (f)
      Delivery
      of Common Stock by Electronic Transfer. In
      lieu
      of delivering
      physical certificates representing the Common Stock issuable upon conversion,
      provided the Borrower's transfer agent is participating in
      the
      Depository Trust Company ("DTC")
      Fast Automated Securities Transfer ("FAST") program, upon request of the Holder
      and
      its
      compliance with the provisions contained in Section 1.1
      and
      in this Section 1.4, the Borrower
      shall use its best efforts to cause its transfer agent to electronically
      transmit the Common Stock issuable upon conversion to the Holder by crediting
      the account
      of Holder's Prime
      Broker with DTC through its Deposit Withdrawal Agent Commission ("DWAC")
system,

    


    1.5
      Concerning
      the Shares.
      The
      shares of Common Stock issuable upon conversion
      of this Note may not be sold or transferred unless (i)
      such
      shares are sold pursuant to an
      effective registration statement under the Act or (ii) the Borrower or its
      transfer
      agent shall have been furnished with an opinion of counsel (which opinion shall
      be in form, substance
      and scope customary for opinions of counsel in comparable transactions) to
      the
      effect that the shares to
      be
      sold or transferred may be sold or transferred pursuant to
      an
      exemption from such registration
      or (iii) such shares are sold or transferred pursuant to Rule 144
      under
      the Act (or a successor
      rule) ("Rule
      144") or
      (iv)
      such shares are transferred to an "affiliate" (as defined in Rule
      144)
      of the Borrower who agrees to sell or otherwise transfer the shares only in
      accordance with
      this
      Section 1.5 and who is an Accredited Investor (as defined in section
      2(a)(15)(ii) of
      the
Securities
      Act of 1933). Subject to the removal provisions set forth below, until such
      time
      as the shares
      of
      Common Stock issuable upon conversion of this Note have been registered
under
      the
Act
      or
      otherwise may be sold pursuant to Rule 144 without any restriction as to the
      number of securities
      as of a particular date that can then be immediately sold, each certificate
      for
      shares of Common
      Stock issuable upon conversion of this Note that has not
      been
      so included in an effective
      registration statement or that has not been sold pursuant to
      an
      effective registration statement
      or an exemption that permits removal of the legend, shall bear a legend
      substantially in
      the
      following form, as appropriate:

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    "THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
      REGISTERED UNDER THE SECURITIES
      ACT OF 1933,
      AS
AMENDED.
      THE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN
      THE
      ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT
      FOR THE SECURITIES UNDER SAID ACT, OR AN OPINION OF COUNSEL IN FORM, SUBSTANCE
      AND SCOPE CUSTOMARY FOR OPINIONS
      OF COUNSEL IN COMPARABLE TRANSACTIONS, THAT
      REGISTRATION
      IS NOT REQUIRED UNDER SAID ACT UNLESS SOLD PURSUANT TO RULE 144 OR REGULATION
      S
      UNDER SAID ACT."

    


    The
      legend set forth above shall be removed and the Borrower shall issue to the
      Holder
      a
      new certificate therefor free of any transfer legend if (i) the Borrower
or
      its
      transfer agent
      shall have received an opinion of counsel, in form, substance and
      scope
      customary for opinions
      of counsel in comparable transactions, to the effect that a public sale or
      transfer of
      such
Common
      Stock may be made without registration under the Act and the shares are
      so
      sold or transferred,
      (ii) such Holder provides the Borrower or
      its
      transfer agent with reasonable assurances
      that the Common Stock issuable upon conversion of this Note (to the extent
      such
securities
      are deemed to have been acquired on the same date) can be sold pursuant to
      Rule
      144 or
      (iii)
      in the case of the Common Stock issuable upon conversion of this Note,
such
      security is registered
      for sale by the Holder under an effective registration statement filed
under
      the
      Act or otherwise
      may be sold pursuant to Rule 144 without any restriction as to the number of
      securities as of a particular date that can then be immediately sold. Nothing
      in
      this Note shall affect in any way
      the
      Holder's obligations to comply with applicable prospectus delivery requirements
      upon
      the
      resale of the securities referred to herein,

    


    1.6
      Effect
      of Certain Events,

     

    (a)
      Effect
      of Merger._Consolidation, Etc. At
      the
      option of the Holder, the
      sale,
      conveyance or disposition of all or substantially all of the assets of
      the
      Borrower, the effectuation
      by the Borrower of a transaction or series of related transactions in which
      more
than
      50%
      of
      the voting power of the Borrower is disposed of, or the consolidation, merger
      or
      other
business
      combination of the Borrower with or into any other Person (as defined below)
      or
      Persons when the Borrower is not the survivor shall either: (i)
      be
      deemed to be an Event of Default
      (as defined in Article III) pursuant to which the Borrower shall be required
      to
      pay to
      the Holder upon the consummation of and as a condition to such transaction
      an
      amount equal to
      the
Default
      Amount (as defined in Article III) or (ii) be treated pursuant to Section
      1.6(b) hereof. "Person" shall mean any individual, corporation,
      limited liability company, partnership, association, trust or other entity
      or
      organization.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    (b)
      Adjustment
      Due to Merger, Consolidation, Etc.
      If, at
      any time when
      this
      Note is issued and outstanding and prior to conversion of all of the Notes,
      there
      shall be
      any
      merger, consolidation, exchange of shares, recapitalization, reorganization,
      or
      other similar
      event, as
      a
      result
      of which shares of Common Stock of the Borrower shall be changed into
      the
      same or a different number of shares of another class or classes of stock or
      securities of
      the
      Borrower or another entity, or in case of any sale or conveyance of all or
      substantially all
      of
the
      assets of the Borrower other than in connection with a plan of complete
      liquidation of
      the
Borrower,
      then the Holder of this Note shall thereafter have the right to receive upon
      conversion of
      this
      Note, upon the basis and upon the terms and conditions specified herein and
      in
      lieu
      of the shares of Common Stock immediately theretofore issuable upon conversion,
      such stock, securities or assets which the Holder would have been entitled
      to
      receive in such transaction had
      this
      Note been converted in full immediately prior to such transaction (without
      regard
      to
      any limitations on conversion set forth herein), and in any such case
      appropriate provisions shall
      be
made
      with
      respect to the rights and interests of the Holder of this Note to
      the
      end that the provisions
      hereof (including, without limitation, provisions for
      adjustment of the Conversion Price and of the number of shares issuable upon
      conversion of the Note) shall
      thereafter be applicable,
      as nearly as may be practicable in relation to any securities or assets
      thereafter deliverable
      upon the conversion hereof The
      Borrower shall not effect any transaction described in this Section 1.6(b)
      unless (a) it first gives, to the extent practicable, thirty
      (30) days prior written
      notice (but in any event at least fifteen (15) days prior written notice)
of
      the
      record date of
      the
      special meeting of shareholders to approve, or
      if
      there is no such record date, the consummation
      of,
      such
      merger,
      consolidation,
      exchange
      of
      shares, recapitalization,
      reorganization or other similar event or sale of assets (during which time
      the
      Holder shall be entitled to convert this Note) and (b) the resulting successor
      or acquiring
      entity (if not the Borrower)
      assumes by written instrument the obligations of this Section 1..6(b).
      The
      above
      provisions shall similarly apply to successive consolidations, mergers,
sales,
      transfers or share

    exchanges.

     

    (c)
      Purchase
      Rights. If,
      at
      any time when any Notes are issued and outstanding, the Borrower issues any
      convertible securities or rights to purchase stock, warrants,
      securities
      or other property (the "Purchase Rights") pro rata to the record holders of
      any
class
      of
Common
      Stock, then the Holder of this Note will be entitled to
      acquire, upon the terms applicable
      to such Purchase Rights, the aggregate Purchase Rights which such Holder could
      have
      acquired
      if such Holder had held the number of shares of Common Stock
      acquirable upon complete
      conversion of this Note (without regard to any limitations on
      conversion contained
      herein)
      immediately before the date on which a record is taken for the grant, issuance
      or
      sale
      of such Purchase Rights or, if no such record is taken, the date as
      of
      which
      the record holders of Common Stock are to be determined for the grant, issue
      or
      sale of such Purchase Rights.

     

    (d)
      "Piggyback
      Registration", If
      the
      Company at any time proposes to register
      any of its securities under the Securities Act of 1933, as amended (the "1933
      Act") (other than in connection with a merger, in connection with the proposed
      warrant registration to be
      undertaken by the Company or pursuant to Form S-S or
      other
      comparable form), the Company
      shall request that the managing underwriter (if any) of such underwritten
offering
      include
      any Conversion Shares (the "Registerable Securities") in
      such
      registration. If
      such
managing
      underwriter agrees to include any of the Registerable Securities in the
      underwritten offering, the Company shall at such time give prompt written notice
      to all Holders of its intention to effect such registration and of such Holders'
      rights under such proposed registration, and
      upon
the
      request of any Holder delivered to the Company within twenty (20) days after
      giving of
      such
notice
      (which request shall specify the Registerable Securities intended to be disposed
      of
      by
      such Holder
      and
      the
      intended method of disposition thereof), the
      Company shall include such Registerable
      Securities held by each such Holder requested to be included in such
      registration; provided,
      however, that:

    


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    (1) If,
      at
      any time after giving such written notice of the Company's intention to register
      any of the Holder's Registerable Securities and prior to the
      effective
      date of the registration statement filed in connection with such registration,
      the
      Company
      shall determine for any reason not to register or to delay the registration
      of
      such Registerable
      Securities, at its sole election, the Company may give written notice of such
      determination to each Holder and thereupon shall be relieved of its obligation
      to register any
      Registerable
      Securities issued or issuable in connection with such registration (but not
      from
      its
      obligation to pay registration expenses in connection therewith or to register
      the Registerable Securities in a subsequent registration); and in the case
      of a
      determination to delay a registration shall thereupon be permitted to delay
      registering any Registerable Securities for the same period
      as
      the
      delay in respect of securities being registered for the Company's own
      account.

    


    (ii) If
      the
      managing underwriter in such underwritten offering shall
      advise the Company that it declines to include a portion or all of the
      Registerable Securities requested
      by the Holders to be included in the registration statement, then (A)
      registration of
      all
of
      the
      Registerable Securities shall be excluded from such registration statement
      on'
      the condition that
      all
      securities to be registered by other selling security holders, if any, are
      also
excluded
      and (B)
      registration of a portion of such Registerable Securities shall be excluded
      if,
      such portion
      is allocated among the Holders and any other selling security holders in
      proportion to the respective numbers
      of securities to be registered by each such Holder and other selling security
      holder. In
      such
      event the Company shall give the Holder prompt notice of the number of
      Registerable Securities
      excluded.

     

    (iii)
      Cooperation
      with Company. Holders
      will cooperate with the Company in all respects in connection with this
      Agreement, including, timely supplying all
      information
      reasonably requested by the Company and executing and returning all documents
      reasonably requested in connection with the registration and sale of the
      Registerable Securities. In
      addition, Holders will comply with all applicable provisions of State and
      Federal Securities
      Law,
      including rule l Ob-6 and will not, during the course of a distribution purchase
      any of the securities
      being distributed.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    1.7
      Trading
      Market Limitations. Unless
      permitted by the applicable rules and regulations
      of the principal securities market on which the Common Stock
      is
      then listed or traded,
      in no event shall the Borrower issue upon conversion of or otherwise pursuant
      to
      this
      Note and the other Notes issued more than the maximum number of shares of Common
      Stock
      that
      the
      Borrower can issue pursuant to any rule of the principal United States
      securities market on
      which
      the Common Stock is then traded (the "Maximum Share Amount"), which shall
      be
19,99%
      of
      the total shares outstanding on the Closing Date, subject to equitable
      adjustment from
      time
      to
      time for stock splits, stock dividends, combinations, capital reorganizations
      and
      similar events
      relating to the Common Stock occurring after the date hereof. Once the Maximum
      Share Amount has been issued (the date of which is hereinafter referred
      to as the "Maximum
      Conversion
      Date"), if the Borrower fails to eliminate any prohibitions under applicable
      law
      or
the
      rules
      or regulations of any stock exchange, interdealer quotation system or other
      selfregulatory
      organization with jurisdiction over the Borrower or any of its securities on
      the
      Borrower's ability to issue shares of Common Stock in excess of the Maximum
      Share Amount (a "Trading
      Market Prepayment Event"), in lieu of any further right to convert this Note,
      and
      in
full
      satisfaction of the Borrower's obligations under this Note, the Borrower
      shall pay to the Holder, within fifteen (15) business days of the Maximum
      Conversion Date
      (the
      "Trading Market
      Prepayment Date"), an amount equal to 1.30% times
      the
      sum
      of
      (a)
      the then outstanding principal
      amount of this Note immediately following the Maximum Conversion Date,
      plus
      (b) accrued
      and unpaid interest on the unpaid principal amount of this Note to the Trading
      Market
      Prepayment
      Date, plus
      (c)
      Default Interest, if any, on the amounts referred to in clause (a) and/or
(b)
      above, plus
      (d)
      any
      optional amounts that may be added thereto at the Maximum Conversion
Date
      by
      the Holder in accordance with the terms hereof (the then outstanding principal
      amount
      of
      this
      Note immediately following the Maximum Conversion Date, plus
      the
      amounts referred to in
      clauses (b), (c)
      and
      (d) above shall collectively be referred to as the "Remaining Convertible
Amount").
      With
      respect to each Holder of Notes, the Maximum Share Amount shall refer to
such
      Holder's pro
      rata share
      thereof determined herein. In the event that the sum of (x) the aggregate
      number of shares of Common Stock issued upon conversion of this Note and
the
      other
Notes
      issued plus
      (y) the
      aggregate number of shares of Common Stock that remain issuable upon
      conversion of this Note and the other Notes issued, represents at least one
      hundred percent (100%)
      of
      the Maximum Share Amount (the "Triggering Event"), the Borrower will use its
      best efforts to seek and obtain Shareholder Approval (or obtain such other
      relief as
      will
      allow conversions
      hereunder in excess of the Maximum Share
      Amount) as soon as practicable following the Triggering Event and before the
      Maximum Conversion Date. As
      used
      herein, "Shareholder
      Approval" means approval by the shareholders of the Borrower to authorize
      the issuance
      of the full number of shares of Common Stock which would be issuable
upon
      full
      conversion of the then outstanding Notes but for the Maximum Share
      Amount.

    


    1.8
      Status
      as Shareholder. Upon
      submission of a Notice of Conversion by a Holder, (i) the shares covered thereby
      (other than the shares, if any, which
      cannot be issued because
      their issuance would exceed such Holder's allocated portion of the Reserved
      Amount or
      Maximum
      Share Amount) shall be deemed converted into shares of Common Stock and (ii)
      the
Holder's
      rights as a Holder of such converted portion of this Note shall cease
      and
      terminate, excepting
      only the right to receive certificates for such shares of Common Stock
      and
      to any remedies
      provided herein or otherwise available at law or in equity to such Holder
      because of
      a
      failure by the Borrower to comply with the terms of
      this
      Note. Notwithstanding the foregoing, if
      a
      Holder has not received certificates for all shares of Common Stock prior to
      the
      tenth (10th) business
      day after the expiration of the Deadline with respect to a conversion of any
      portion of
      this
      Note
      for any reason, then (unless the Holder otherwise elects to retain its status
      as
      a
      holder of
      Common
      Stock by so notifying the Borrower) the Holder shall regain the rights of 'a
      Holder of
      this
      Note
      with respect to such unconverted portions of this Note and the Borrower shall,
      as
      soon
as
      practicable,
      return such unconverted Note to the
      Holder or, if the Note has not been surrendered, adjust its records to reflect
      that such portion of this Note has not been converted. In
      all
      cases, the Holder shall retain all of its rights and remedies (including,
without
      limitation, (i) the
      right
      to receive Conversion Default Payments pursuant to Section 1.3 to
      the
      extent required thereby
      for such Conversion Default and any subsequent Conversion Default and (ii)
      the
      right to
      have
      the
      Conversion Price with respect to subsequent conversions determined in accordance
      with Section
      1.3) for the Borrower's failure to convert this Note.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      II. EVENTS
      OF DEFAULT

    


    2.1
      Events
      of
      Default. An
      Event
      of Default is defined as follows: (a) failure by the Borrower to pay amounts
      due
      hereunder within fifteen (15) days of the date of
      maturity of this
      Note
      or in the events of bankruptcy or insolvency. Upon
      the
      occurrence of an Event of Default,
      the Holder may, in its sole discretion, accelerate full
      repayment of all debentures outstanding
      and accrued interest thereon, convert all debentures outstanding and accrued
      interest
      thereon into shares of Common Stock pursuant to Article I herein.

     

    ARTICLE
      III. MISCELLANEOUS

    


    3.1
      Failure
      or Indulgence Not
      Waiver. No
      failure or delay on the part of the Holder
      in
      the exercise of any power, right or privilege hereunder shall operate
      as a waiver thereof,
      nor shall any single or partial exercise of any such power, right or
      privilege preclude other
      or
      further exercise thereof or of any other right, power or privileges.
All
      rights and remedies
      existing hereunder are cumulative to, and not exclusive of,
      any
      rights or remedies otherwise available.

    


    3.2
      Notices. Any
      notice herein required or permitted to be given shall be in
      writing
      and may be personally served or delivered by courier or sent by United
States
      mail and shall
      be
      deemed to have been given upon receipt if personally served (which
      shall include telephone
      line facsimile transmission) or sent by courier or three (3) days after being
      deposited in
      the
      United States mail, certified, with postage pre-paid and properly addressed,
      if
      sent
      by mail. For
      the
      purposes hereof, the address of the Holder shall be as shown on the records
      of
      the Borrower;
      and the address of the Borrower shall be 4041 University Drive, Suite
      302, Fairfax, Virginia
      22030, facsimile number: (70.3) 802-8640, Both the Holder and the Borrower
      may
      change the address for service by service of written notice to the other as
      herein provided.

    


    3.3
      Amendments.
      This
      Note and any provision hereof may only be amended by an instrument in writing
      signed by the Borrower and the Holder. The
      term
      "Note" and all reference
      thereto, as used throughout this instrument, shall mean this instrument (and
      the
      other Notes
      issued) as originally executed, or if later amended or supplemented, then as
      so
amended
      or supplemented.

     

    3.4
      Assignability. This
      Note
      shall be binding upon the Borrower and its
      successors
      and assigns, and shall inure to be the benefit of the Holder and its successors
      and assigns.
      Each transferee of this Note must bean "accredited investor" (as defined in
      Rule
      501(a) of
      the
      1933 Act). Notwithstanding
      anything in this Note to the contrary, this Note may be pledged
      as collateral in connection with a
      bona
fide
      margin
      account or other lending arrangement.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    3.5
      Governing
      Law. THIS
      NOTE
      SHALL BE ENFORCED, GOVERNED BY AND
      CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
      YORK
      APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN
      SUCH STATE, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICT OF
      LAWS.
      THE
      BORROWER HEREBY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE
      UNITED STATES FEDERAL COURTS LOCATED IN NEW
      YORK., NEW YORK WITH
      RESPECT TO ANY DISPUTE ARISING UNDER THIS NOTE, THE AGREEMENTS ENTERED
      INTO
      IN
CONNECTION
      HEREWITH
      OR
      THE
      TRANSACTIONS
      CONTEMPLATED
      HEREBY OR THEREBY. BOTH PARTIES IRREVOCABLY WAIVE THE
      DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH SUIT
      OR
      PROCEEDING. BOTH
      PARTIES FURTHER AGREE THAT SERVICE OF PROCESS
      UPON A PARTY MAILED BY FIRST CLASS MAIL SHALL BE DEEMED IN EVERY
      RESPECT EFFECTIVE SERVICE OF PROCESS UPON THE PARTY IN
      ANY
      SUCH
      SUIT
      OR PROCEEDING. NOTHING HEREIN SHALL AFFECT EITHER PARTY'S RIGHT
      TO
      SERVE PROCESS IN
      ANY
      OTHER
      MANNER PERMITTED BY LAW. BOTH PARTIES
      AGREE THAT A FINAL NON-APPEALABLE JUDGMENT IN
      ANY
      SUCH
      SUIT OR
      PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN
      OTHER.
      JURISDICTIONS
      BY SUIT ON SUCH JUDGMENT OR.
      IN ANY
      OTHER
      LAWFUL MANNER
      THE
      PARTY
      WHICH DOES NOT PREVAIL IN
      ANY
      DISPUTE ARISING UNDER
      THIS NOTE SHALL BE RESPONSIBLE FOR ALL FEES AND EXPENSES, INCLUDING ATTORNEYS'
      FEES, INCURRED BY THE PREVAILING PARTY IN CONNECTION
      WITH SUCH DISPUTE.

     

    3.6
      Allocations
      of Maximum Share Amount and Reserved Amount. The
      Maximum
      Share Amount and Reserved Amount shall be allocated pro rata among the Holders
      of Notes
      based on the principal amount of such Notes issued to each Holder. Farh increase
      to the Maximum
      Share Amount and Reserved Amount shall be allocated pro rata among the Holders
      of Notes
      based on the principal amount of such Notes held by each Holder at the time
      of
      the increase
      in the Maximum Share Amount or Reserved Amount. In the event a Holder shall
      sell
      or otherwise
      transfer any of such Holder's Notes, each transferee shall be allocated a pro
      rata portion
      of such transferor's Maximum Share Amount and Reserved Amount. Any portion
      of
      the Maximum
      Share Amount or Reserved Amount which remains allocated to any
      person
      or
      entity which
      does not hold any Notes shall be allocated to the remaining Holders of Notes,
      pro rata based
      on
      the principal amount of such Notes then held by such Holders.

     

    ARTICLE
      IV: EQUITY ISSUANCE

     

    4.1
      Series
      A Convertible Super Preferred Share Issuance. In
      consideration for and
      upon
      executing this Note, the Borrower hereby issues to the Holder 75,000 shams
      of
      Series A
      Convertible Super Preferred Stock.

     

    IN
      WITNESS WHEREOF, Borrower
      has caused this Note to be signed in its name
      by
      its duly authorized officer this 20th day
      of
      October, 2006.

     

    
      	 	By:	
	 	 	
              

            


    

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      A

    


    NOTICE
      OF CONVERSION

    (To
      be
      Executed by the Registered Holder

    in
      order
      to Convert the Notes)

    


    The
      undersigned hereby irrevocably elects to convert $___________ -,
      principal
      amount
      of
      the Note (defined below) into shares of common stock, par value $.0001 per
      share
("Common
      Stock"), of Indigo-Energy, Inc., a Nevada Corporation (the "Borrower")
according
      to
      the
      conditions of the convertible Notes of the Borrower dated as
      of
      April ,
      2006
      (the
"Notes"),
      as of the date written below. If securities are to be issued in the name of
      a
      person other
      than
      the
      undersigned, the undersigned will pay all transfer taxes payable with respect
      thereto
      and is
      delivering herewith such certificates, No fee will be charged to the Holder
      for
      any conversion, except
      for transfer taxes, if any. A
      copy of
      each Note is attached hereto (or evidence of loss, theft
      or
      destruction thereof).

     

    The
      Borrower shall electronically transmit the Common Stock issuable pursuant
to
      this
      Notice of Conversion to the account of the undersigned or its nominee with
      DTC
      through its
      Deposit Withdrawal Agent Commission system ("DWAC
      Transfer").

    


          
      Name of DTC Prime Broker:
      ___________________________________________________________

           
      Account Number:
      ___________________________________________________________________

     

    In
      lieu
      of receiving shares of Common Stock issuable pursuant to this Notice of
Conversion
      by way of a DWAC Transfer, the undersigned hereby requests that the
      Borrower issue
      a
      certificate or certificates for the number of shares of Common Stock
      set
      forth below (which
      numbers are based on the Holder's calculation attached hereto) in the name(s)
      specified
      immediately
      below or, if additional space is necessary, on an attachment
      hereto:

     

           Name:
             
        Address:
        _________________________________________________________________________
             _________________________________________________________________________

    

     

    The
      undersigned represents and warrants that
      all
      offers and sales by the undersigned
      of the securities issuable to the undersigned upon conversion of the Notes
      shall
      be made
      pursuant to registration of the securities under the Securities Act of 1933,
      as
      amended (the "Act"),
      or
      pursuant to an exemption from registration under the Act.

    


    Date
      of
      Conversion: ________________________________

    Applicable
      Conversion Price: _________________________

    Number
      of
      Shares of Common Stock to be Issued Pursuant to Conversion
      of the Notes: 

    Signature:
      __________________________

    Name:
      __________________________________________

    Address:
      ________________________________________


     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    The
      Borrower shall issue and deliver shares of Common Stock to an overnight courier
      not later than
      three business days following receipt of the original Note(s) to be converted,
      and shall make payments
      pursuant to the Notes for the number of business days such issuance and delivery
      is late.

     

    
      
        
        

      

      
        13