Unassociated Document


    PROMISSORY
      NOTE

    


    THIS
      NOTE
      HAS NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE
      COMMISSION (THE “COMMISSION”) OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT
      TO AN EXEMPTION FROM REGISTRATION UNDER REGULATIONS PROMULGATED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”). THIS NOTE SHALL NOT
      CONSTITUTE AN OFFER TO SELL NOR A SOLICITATION OF AN OFFER TO BUY THE NOTE
      IN
      ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD BE
      UNLAWFUL.

    


    THIS
      NOTE
      MAY NOT BE SOLD, PLEDGED, TRANSFERRED OR ASSIGNED EXCEPT PURSUANT TO AN
      EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT AND UNDER APPLICABLE STATE
      SECURITIES LAWS, OR IN A TRANSACTION WHICH IS EXEMPT FROM REGISTRATION UNDER
      THE
      PROVISIONS OF THE 1933 ACT AND UNDER PROVISIONS OF APPLICABLE STATE SECURITIES
      LAWS.

    


    INDIGO-ENERGY,
      INC.

    


    6%
      CONVERTIBLE PROMISSORY NOTE

    


    
      
        	US$[__________]	
                July
                  18,
                  2006

              


      

    

     

    INDIGO-ENERGY,
      INC., a Nevada corporation (the “Company”),
      the
      principal office of which is located at 13350 Random Hills Road, Suite 800,
      Fairfax, VA 22030, for value received hereby promises to pay to the order of
      Jim
      Walter, Jr. (the “Holder”),
      the
      sum of US$400,000 or such lesser amount as shall then equal the outstanding
      principal amount hereof (the “Principal
      Amount”)
      and
      any unpaid accrued interest hereon (together with the Principal Amount, the
      “Outstanding
      Amount”)
      as set
      forth below, on January __, 2007, (the “Maturity
      Date”).
      Payment for all amounts due hereunder shall be made by mail to the registered
      address of the Holder. 

    


    The
      following is a statement of the rights of the Holder of this Note and conditions
      to which this Note is subject, and to which the Holder hereof, by the acceptance
      of this Note, agrees:

    


    1.
       Interest;
      Prepayment.

    


    a. The
      Company shall pay interest (computed on the basis of a 365-day year) at a rate
      of six percent (6%) per annum on the Principal Amount during the period
      beginning on the date of issuance of this Note and ending on the later of the
      date the Outstanding Amount is paid in full or the date of the final
      conversion.

    


    b. The
      Company may pre-pay the Note without a penalty.

    


    2.
       Events
      of Default.
      If one
      or more of the following described “Events of Default” shall occur:

    


    a.
       The
      Company shall fail to perform or observe in any material respect any covenant,
      term, provision, condition, agreement or obligation of the Company under this
      Note and such failure shall continue uncured for a period of thirty (30) days
      after written notice from the Holder specifically describing such failure or,
      if
      such failure is by its nature curable but not curable within thirty (30) days
      from the date of such notice, if the Company shall have failed to commence
      within such thirty (30) day period in good faith to cure such failure and shall
      have failed to cure such failure within a reasonable time longer than thirty
      (30) days; or

     

    
      
        
        

      

      
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    b.
       A
      trustee, liquidator or receiver shall be appointed by the Company or for a
      substantial part of its property or business without its consent and shall
      not
      be discharged within sixty (60) days after such appointment; or

    


    c.
       Any
      governmental agency or any court of competent jurisdiction at the instance
      of
      any governmental agency shall assume custody or control of the whole or any
      substantial portion of the properties or assets of the Company and shall not
      be
      dismissed within thirty (30) calendar days thereafter; or

    


    d.
       Bankruptcy
      reorganization, insolvency or liquidation proceedings or other proceedings
      for
      relief under any bankruptcy law or any law for the relief or debtors shall
      be
      instituted by or against the Company and, if instituted against the Company,
      the
      Company shall by any action or answer approve of, consent to or acquiesce in
      any
      such proceedings or admit the material allegations of, or default in answering
      a
      petition filed in any such proceeding or such proceedings shall not be dismissed
      within sixty (60) days thereafter.

    


    3.
       Conversion.

    


    3.1
       Conversion.
      The
      Holder shall have the right to directly convert at any time, the Outstanding
      Amount on this Note in whole or in part into interests in Indigo-Energy
      Partners, LP, a Delaware limited partnership (the “Partnership”) to be
      controlled by the Company as its managing general partner, upon the same terms
      and conditions as contemplated by the Partnership and the related transactional
      documents, up until the Maturity Date; provided that the Partnership raises
      at
      least $1,000,000 of gross proceeds to be utilized by the Partnership as part
      of
      its contemplated drilling activities.

    


    3.2 Delivery
      of Documents.
      As
      promptly as practicable after the conversion of this Note (but in no case later
      than ten (10) business days after receipt of the Note and the signed Notice
      of
      Conversion), the Company, at its expense, will issue and deliver by express
      courier service for delivery to the Holder of this Note the transactional
      documents representing the Partnership interests issuable upon such conversion.
      

    


    3.3 Mechanics
      and Effect of Conversion.
      No
      fractional partnership interests shall be issued upon conversion of this Note.
      In lieu of the Company issuing any fractional shares to the Holder upon the
      conversion of this Note, the Company shall pay to the Holder the amount of
      outstanding principal that is not so converted, such payment to be in the form
      as provided below. Upon conversion of this Note, the Company shall be forever
      released from all its obligations and liabilities under this Note, except that
      the Company shall be obligated to pay the Holder, upon conversion, any interest
      accrued and unpaid or unconverted to and including the date of such conversion,
      and no more.

    


    3.4 The
      Company shall give Holder thirty (30) days written notice that it intends to
      pre-pay this Note at which time Holder shall have thirty days (30) days to
      convert all or a portion of the outstanding principal and accrued interest
      under
      this Note into Partnership interests. The Partnership interests issuable upon
      conversion will be subject to the terms and conditions set forth in the
      contemplated transactional documents.

    


    
      
        
        

      

      
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    4.
       Non-Assignment.
      Holder
      agrees that this Note is personal to the Holder and non-transferable, and is
      conditioned upon the future performance of the Company.

    


    5.
       Waiver
      and Amendment.
      This
      Note constitutes the full and entire understanding and agreement between the
      parties with respect to the subject matter hereof and supersedes all prior
      agreements with respect to the subject matter hereof. Any provision of this
      Note
      may be amended, waived or modified upon the written consent of the Company
      and
      Holder thereof.

    


    6.
       Restrictions
      on Transfer.
      This
      Note and the interests issuable upon the conversion hereof have not been
      registered under the Securities Act of 1933, as amended, (the “Securities Act”)
      and have been sold pursuant to an exemption from registration under the 1933
      Act. 

    


    7.
       Notices.
      Any
      notice, request or other communication required or permitted hereunder shall
      be
      in writing and shall be deemed to have been duly given if made by hand delivery,
      by an express courier company, by registered or certified mail, or by facsimile
      transmission, at the respective addresses and/or facsimile number of the parties
      as set forth herein.

    


    8.
       Governing
      Law; Interpretation.
      This
      Agreement, and all exhibits attached, shall be governed by and construed under
      the laws of the State of Pennsylvania and the laws applicable therein without
      regard to its choice of law principles. All disputes should be determined and
      litigated in the courts of Pennsylvania.

    


    Any
      legal
      action or proceeding in connection with this Agreement or the performance hereof
      may be brought in the state courts located in Pennsylvania, and the parties
      hereby irrevocably submit to the non-exclusive jurisdiction of such courts
      for
      the purpose of any such action or proceeding.

    


    9.
       Heading;
      References.
      All
      headings used herein are used for convenience only and shall not be used to
      construe or interpret this Note. Except where otherwise indicated, all
      references herein to Sections refer to Sections hereof.

    


    10.
       Attorney’s
      Fees.
      Should
      any party bring an action to enforce the terms of this Note, then the prevailing
      party in the action shall be entitled to recovery of its attorney’s fees from
      the other party.

    
 

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    IN
      WITNESS WHEREOF, the Company has caused this Note to be issued this ___ day
      of
      July, 2006.

    
      	 	 	 
	 	INDIGO-ENERGY,
              INC.
	 	 	 
	 	By:  	
	 	 	
              

            
	 	Name: David Larson
	 	Title: President
	 	Address: Indigo-Energy,
              Inc.
	 	1335 Ransom Hills Road, Suite
              800
	 	Fairfax, Va. 22030
	 	Tel: (703) 934-6189
	 	Facsimile: (703) 591-3049
	 	 	 


    

    
      	
            	 	 
	 	HOLDER:
	 	 	 
	 	By:  	
	 	 	
              

            
	 	Name: 
	 	Address:


    

     

    
      
        
        

      

      
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