Unassociated Document


    MUTUAL
      RELEASE AND SETTLEMENT AGREEMENT

     

    THIS
      MUTUAL RELEASE AND SETTLEMENT AGREEMENT (this “Agreement”) is made and entered
      into as of the [___] day of March __, 2007 by and among Indigo-Energy, Inc.,
      a
      Nevada corporation (the “Company”)
      and
      Jerry Moore located at ______________________ (the “Stockholder”),
      and
      together with the Company, the “Parties”
each
      a
“Party”).
      

     

    WHEREAS,
      the Company entered into an agreement with Jerry Moore to redeem his entire
      interest in the Company. 

     

    WHEREAS,
      the Company acknowledges that the Stockholder has surrendered the stock
      certificates evidencing ownership of Shares of Common Stock to the Company;
      and

     

    WHEREAS,
      the Company will complete the payment due to the Stockholder pursuant to the
      terms and conditions set forth herein; and

     

    WHEREAS, each
      of
      the Parties denies any liability to the other Party and has agreed to settle
      its
      differences as described below; and 

     

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

     

    Section
      1. Consideration
      to the Stockholder.
      The
      Company will pay the remaining aggregate of one hundred thousand dollars
      ($100,000) to the Stockholder directly, payable as follows: (i) twenty-five
      thousand dollars ($25,000.00) on April 12, 2007 (ii) twenty-five thousand
      dollars ($25,000.00) on May 1, 2007, (iii) twenty-five thousand dollars
      ($25,000.00) on June 1, 2007, (iv) twenty-five thousand dollars ($25,000.00)
      on
      July 1, 2007 and a complementary amount for late payment of (v) twenty-five
      thousand dollars ($25,000.00) on August 1, 2007 (collectively the “Monthly
      Payments”
each
      a
“Monthly
      Payment”).

     

    Section
      2. Release.
      (a) The
      Stockholder 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 Stockholders have asserted,
      now asserts or could have asserted, but not including any claim for the
      enforcement of this Agreement. Furthermore, the Stockholder will issue a written
      certificate of acknowledgement for each payment, and once paid in full as
      described in Section 1, the Stockholder will deliver a final certificate of
      acknowledgement stating that he has receive the full payment and the Company
      has
      no further obligations towards him. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b)
      As a
      material inducement to the Stockholder to enter into this Agreement, the Company
      and its subsidiaries hereby irrevocably and unconditionally waive, release
      and
      discharge the Stockholders, his agents and attorneys, 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
      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 to be so 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
      3. 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
      4. 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
      State
      of Nevada and shall be interpreted, enforced and governed under the laws of
      the
      State of Nevada without regard to its conflicts of laws principles.


     

    Section
      5. 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
      6. 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
      7. Entire
      Agreement.
      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
      8. 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
      9. 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
      10. Survival.
      All
      obligations of the Parties as set forth herein shall survive the execution
      and
      delivery hereof. 

     

    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: 

            	
               

            	 	 	By:	
                

            
	 	
              

            	 	 	 	
              

            
	
              Name:David
                Larson

              Title:
                President 

            	 	
              Name:
                Jerry Moore

              Title: