Unassociated Document


    MUTUAL
      RELEASE AND SETTLEMENT AGREEMENT

     

    THIS
      MUTUAL RELEASE AND SETTLEMENT AGREEMENT (this "Agreement") is
      made
      and entered into as of this th
      day of
      January, 2007 by and among Indigo-Energy,
      Inc., a Nevada corporation (the "Company"), Lionheart
      Associates, LLC, a Delaware
      corporation dlbla Fairhills Capital ("Fairhils"), and
      Edward Bronson, an individual with
      an
      address at 1275 Fairhills Drive, Ossining, New York 10562 CBmnson") and
      together with
      Fairhills (the "Consultant")
      and
      together with the Company, the "Parties" each
      a
"Party"
      )..

     

    WHEREAS,
      the Company has previously entered into a Strategic Consultant Agreement,
      dated as of August, 2005 as amended (the "Consulting
      Agreement") with
      the
Consultant
      attached as Exhibit
      A hereto,
      for the services set forth in the Consulting Agreement (Capitalized
      terms used herein and not otherwise defined shall have the meanings set forth
      in
      the Consulting
      Agreement); and

     

    WHEREAS,
      in connection with the Consulting Agreement, the Company has previously
      issued to the Consultant a portion of the Fees, inclusive of cash and shares
      of
common
      stock of the Company, par value $.001 per share (the "Common
      Stock"), pursuant
      to the
      terms
      set forth therein; and

     

    WHEREAS,
      on or about April 21, 2006, Consultant was farther issued 6,250
      shares
      of
      the Company's Series A Convertible Super Preferred Stock ;n relation to
      consulting services
      (the "Convertible
      Preferred Stock"); and

     

    WHEREAS,
      a dispute has arisen between the Parties relating to performance of the
      services as set forth in the Consulting Agreement and

    


    WHEREAS,
      the Parties have agreed that it is in their best interests to settle the
dispute
      by entering into this Agreement; and

    


    WHEREAS,
      each of the Parties deny any liability to the other Party and have agreed
      to
      settle their differences as described below; and

     

    NOW,
      THEREFORE, the Parties hereto, intending to be legally bound, hereby
agree
      as
      follows:

     

    Section
      1. Termination
      of Consulting Agreement Effective
      upon the execution
      of this Agreement, the Consulting Agreement is hereby terminated in its entirety
      and will
      be
      of no further force or effect. Consultant hereby agrees that all Fees payable
      to
      the Consultant for any services rendered, have been paid in full and that there
      are no further Fees due and
      owing
      to the Consultant.

    


    Section
      2.. Surrender
      of the Stock Certificates. Simultaneously
      with the execution
      of this Agreement, Consultant will immediately effect surrender of the stock
      certificates
      evidencing ownership of the Company's Common Stock (the "Common Stock
Certificates")
      by: (i) (A) surrender of the Common Stock Certificates to Continental Stock
      Transfer
      & Trust Company (the "Transfer
      Agent")
      for
      cancellation, by delivery of the Common

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Stock
      Certificates via overnight mail or courier service to the Transfer Agent at
      17
      Battery Place, 8th
      Floor, New York, NY 10004 to the attention of Mr. Michael G. Mullings, Vice
      President of Compliance, as soon as possible but no later than Wednesday,
      January 24, 2007 or (B) in the event that the stock certificates are held in
      a
      brokerage or other account, provide the Company with
      proof of notice or request for release of the shares to Consultant for immediate
      tender to the Transfer
      Agent; and (ii) promptly surrender the stock certificates representing the
      shares of Convertible
      Preferred Stock (the "Preferred
      Stock Certificates" and
      together with the Common Stock
      Certificates, the "Certificates") for
      cancellation by delivery of the Preferred Stock Certificates
      via overnight mail or courier service to the offices of Anslow & Jaclin,
      LLP, 195 Route
      9
      South, Suite 204, Manalapan, NJ 07726 to the attention of A.J. Levine, Esq.
      Consultant hereby
      acknowledges and agrees that effective immediately, Consultant has no further
      right, title and interest in the Certificates and no further ownership rights
      in
      the Company. In the event that the
      Consultant fails to effect surrender of the Certificates pursuant to this
      Section 2, the Company reserves the right to seek any and all remedies available
      in law and equity.

    


    Section
      3. Release. (a)
      The
      Consultant hereby waives, releases and discharges the
      Company, its subsidiaries and their respective officers, directors,
      stockholders, employees, agents,
      attorneys, subsidiaries, servants, successors, insurers, affiliates and their
      successors and assigns,
      from any and all manner of action, claims, liens, demands, liabilities, causes
      of action, charges, complaints, suits (judicial, administrative or otherwise),
      damages, debts, obligations of any
      nature, past or present, known or unknown, whether in law or in equity, whether
      founded upon
      contract (expressed or implied), tort (including, but not limited to,
      defamation), statute or regulation
      (State, Federal or local), common law and/or any other theory or basis, from
      the
beginning
      of the world to the date hereof, including, but not limited to, any claim that
      the Consultant
      has asserted, now asserts or could have asserted, but not including any claim
      for the enforcement
      of this Agreement.

    


    (b)
      As a
      material inducement to Consultant to enter into this Agreement, the Company
      hereby irrevocably and unconditionally waives, releases and discharges the
      Consultant, from any and all manner of action, claims, liens, demands,
      liabilities, causes of action,
      charges, complaints, suits (judicial, administrative or otherwise), damages,
      debts, obligations
      of any nature, past or present, known or unknown to the Company, whether in
      law
      or in
      equity, whether founded upon contract (expressed or implied), tort (including,
      but not limited to, defamation), statute or regulation (State, Federal or
      local), common law and/or any other theory
      or
      basis.

    


    (c)
      It is
      understood and agreed by the Parties that the facts and respective assumptions
      of law in contemplation of which this Agreement is made may hereafter prove
      to
      be other than or different from those facts and assumptions now known, made
      or
      believed by them to
      be
      true, The Parties expressly accept and assume the risk of the facts and
      assumptions being different,
      and agree that all terms of this agreement shall be in all respects effective
      and not subject
      to termination or reclusion by any such difference in facts or assumptions
      of
      law.

    


    Section
      4. Successors. This
      Agreement shall be binding upon and inure to the benefit
      of the Parties and their respective administrators, representatives, executors,
      successors and assigns, by reason of merger, consolidation, and/or purchase
      or
      acquisition of substantially all
      of
      the Company's assets or otherwise.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Section
      5. Governing
      Law. Each
      party acknowledges that it has been represented
      by counsel in connection with this Mutual Release and Settlement Agreement,
      and
has
      executed the same with knowledge of its consequences. This Agreement is made
      and
entered
      into the Commonwealth of Pennsylvania and shall be interpreted, enforced and
      governed under the laws of the Commonwealth of Pennsylvania without regard
      to
      its conflicts of laws principles..

     

    Section
      6. Paragraph
      Headings.. The
      paragraph headings used in this Agreement
      are intended solely for convenience of reference and shall not in any manner
      amplify, limit,
      modify or otherwise be used in the interpretation of any of the provisions
      hereof.

     

    Section
      7. Severability. Should
      any of the provisions of this Agreement be declared
      or be determined to be illegal or invalid, the validity of the remaining parts,
      terms or provisions
      shall not be affected thereby and said illegal or invalid part, term or
      provision shall be deemed
      not to be a part of this Agreement.

     

    Section
      8. EntireAgreement.
      This
      Agreement sets forth the entire agreement between
      the Parties, and fully supersedes any and all prior agreements or understandings
      between the Parties pertaining to the subject matter hereof All other contracts,
      agreements or understandings
      between the Parties are null and void. Without limiting the foregoing, any
      and
      all employment
      agreements, including all amendment and/or addendums thereto, shall be
      terminated and of no further force or effect, whether or not such agreements
      state that the same, or portions thereof,
      are to survive termination.

     

    Section
      9. Counterparts. This
      Agreement may be executed in counterparts. Each
      counterpart shall be deemed an original, and when taken together with the other
      signed counterpart,
      shall constitute one fully executed Agreement.

     

    Section
      10. Further
      Assurances. From
      and
      after the date hereof; the parties hereto
      shall take all actions, including the execution and delivery of all documents,
      necessary to effectuate
      the terms hereof.

     

    Section
      11. Survival. All
      obligations of the Parties as set forth herein shall survive
      thetexecution and delivery hereof.

     

    [THE
      REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the Parties have caused this Agreement to be entered into
      as of
      the date first written above.

     

    
      	INDIGO-ENERGY,
              INC.	 	 	ATTEST: 
	 	 	 	 
	By:
\s\
              David J. Larson	 	 	By:
\s\
              Kasi J. Staffon 
	
              

            	 	 	
              

            
	
              Name:
                David J. Larson

              Title:
                President

            	 	 	Name:
              Kasi J.
              Staffon
Title: FSR


    

     

    STATE
      OF
      FLORIDA        )

    


    COUNTY
      OF
      PINELLAS        
)         ss.:

    


    I
      certify
      that on February 6, 2007, David J. Larson personally came before and
      acknowledged under oath, to my satisfaction, that he is an officer of
      INDIGO-ENERGY, INC. (the “Corporation”), a corporation of the State of Nevada
      and that the seal affixed to the foregoing instrument was signed and sealed
      on
      behalf of the Corporation by authority of its Board of Directors, and that
      he
      acknowledged said instrument to be the free act and deed of the
      Corporation.

    


    Signed
      and sworn to before me on February 6, 2007

    
      	 	 	 	 
	\s\
              Kasi J.
              Staffon	 	 	 
	
              

            	 	 	
            
	Notary
              Public of
              State of Florida	 	 	 


    

     

    Kasi
      J.
      Staffon

    Notary
      Public - State of Florida

    My
      Commission Expires Oct 30, 2009

    Commission
      #DD 454132

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    LIONHEART
      ASSOCIATES, LLC           Share
      Amount: ______ shares

    d/b/a
      Fairhills Capital

    
      	 	 	 	 
	By:
\s\
              Edward Bronson 	 	 	 
	
              

            	 	 	
            
	
              Name:
                Edward Bronson

              Title:
                Managing Director

            	 	 	 


    

     

    STATE
      OF
      NEW YORK 

    ss:

    COUNTY
      OF
      WESTCHESTER

    


    I
      certify
      that on January 30, 2007, Edward Bronson, personally came before and
      acknowledged under oath, to my satisfaction, that he is (a) an officer of
      Lionheart Associates, LLC d/b/a Fairhills Capital, a Delaware, limited liability
      company (the “Company”) and that he signed this document with the full authority
      of the Company; and (b) signed, sealed and delivered this documents as his
      act
      and deed.

    


    Signed
      and sworn to before me on January 30, 2007

    
      	 	 	 	 
	\s\
              Shaharzad
              Kayum-Paul	 	 	 
	
              

            	 	 	
            
	Notary
              Public of
              State of	 	 	 


    

    


    Shaharazad
      Kayum-Paul

    Notary
      Public, State of New York

    Registration
      No. 01KA6155472

    Qualified
      In Westchester County

    Commission
      Expires November 13, 2010

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    Edward
      BRONSON            
Share
      Amount _____________ shares

    
      	 	 	 	 
	\s\
              Edward
              Bronson	 	 	 
	
              

            	 	 	
            
	Edward
              Bronson	 	 	 


    

     

    STATE
      OF
      NEW YORK

    ss.:

    COUNTY
      OF
      WESTCHESTER

    


    


    I
      certify
      that on January 30, 2007, Edward Bronson personally came before and acknowledged
      under oath, to my satisfaction, that (a) he is named in and personally signed
      this document and (b) signed, sealed and delivered this document as his act
      and
      deed.

    


    Signed
      and sworn to before me on January 30, 2007

    
      	 	 	 	 
	\s\
              Shaharazad
              Kayum-Paul	 	 	 
	
              

            	 	 	
            
	Notary
              Public of
              State of	 	 	 


    

     

    Shaharazad
      Kayum-Paul

    Notary
      Public, State of New York

    Registration
      No.: 01KA6155472

    Qualified
      In Westchester County

    Commission
      Expires November 13, 2010