Unassociated Document


    Restricted
      Equity Purchase Agreement

     

    THIS
      Restricted
      Equity Purchase Agreement
      (this
“Agreement”)
      is
      made and entered into as of June___,
      2007,
      between
      Indigo Energy, Inc..,
      a
      Nevada
      corporation
      (the
      “Company”), and Mercatus & Partners Limited a United Kingdom Private Limited
      Company (the “Purchaser”).

     

    WHEREAS,
      PURCHASER desires to purchase Shares of the Company; and

     

    WHEREAS,
      Company desires for Purchaser to purchase Shares of the Company.

    


    NOW,
      THEREFORE, subject to the terms and conditions set forth in this Agreement,
      for
      good, valuable and binding consideration, the receipt and sufficiency of which
      are hereby acknowledged, the parties hereto, intending to be legally bound
      hereby, now agree as follows:

    


    ARTICLE
      I 

    INTRODUCTION
      AND DEFINITIONS

     

    This
      Agreement is entered into by the parties for purchase of equity shares of the
      Company by the Purchaser. This
      is a delayed purchase transaction not an immediate funding.
      The
      Company
      recognizes and agrees that the Purchaser shall have up to forty five (45) days,
      as set forth in this Agreement to tender the Purchase Price to the Company
      through the intermediary Custodian and Purchaser, once the valuation and
      purchase of the shares is made in accordance with the terms of this Agreement.
      The Company shall have the right to contact the Custodian administrator for
      Purchaser account verification and for confirmation of the share status,
      location and control. Purchaser shall have up to forty five (45) days from
      the
      date of delivery of the Shares in the name of the Purchaser to the Custodian
      to
      pay the Purchase Price. 

    


    


    Certain
      Definitions.
      As used
      in this Agreement, and unless the context requires a different meaning, the
      following terms have the meanings indicated:

     

    “Affiliate”
means,
      with respect to any Person, any Person that, directly or indirectly, controls,
      is controlled by or is under common control with such Person. For the purposes
      of this definition, “control”
      (including, with correlative meanings, the terms “controlled
      by”
and
      “under
      common control with”)
      shall
      mean the possession, directly or indirectly, of the power to direct or cause
      the
      direction of the management and policies of such Person, whether through the
      ownership of voting securities or by contract or otherwise.

    


    “Agreement”
shall
      have the meaning set forth in the introductory paragraph of this
      Agreement.

    


    “Attorney-in-fact”
means
      the agent of the Purchaser or Designee, Matt Tullis. The attorney-in-fact,
      Matt
      Tullis, has limited oversight authority of the Purchaser and the Custodian
      to
      submit terms sheets, execute the Agreement as well as oversight authority,
      verify share deposit, valuation process and share transaction status.


     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    “Business
      Day”
means
      any day except Saturday, Sunday, any day which shall be a legal holiday or
      a day
      on which banking institutions in the State of New York are authorized or
      required by law or other government actions to close.

     

    “Change
      of Control”
      means
      the acquisition, directly or indirectly, by any Person of ownership of, or
      the
      power to direct the exercise of voting power with respect to, a majority of
      the
      issued and outstanding voting shares of the Company.

     

    “Closing”
or
      "Closing
      Date"
      shall
      be the date of
      the
      payment by the Purchaser of the Purchase Price.

    


    “Company”
shall
      mean (Company) as set forth in the introductory paragraph.

    


    "Control
      Person"
      shall
      have the meaning set forth in Section 4.10(a) (i).

    


    “Custodian”
      means
      a
      financial institution that has the legal responsibility for a customer's
      securities. This implies management as well as safekeeping. The Custodian for
      this Agreement is named in Schedule
      1. 

    


    “Default”
means
      any event or condition which constitutes an Event of Default or which with
      the
      giving of notice or lapse of time or both would, unless cured or waived, become
      an Event of Default.

    


    “Depository”
      means
      a
company
      which
      holds securities deposited by others, and where exchanges of these securities
      take place.

    


    “Disclosure
      Documents”
means
      the Company’s reports filed under the Exchange Act with the SEC.

    


    “Event
      of Default”
shall
      have the meaning set forth in Section
      3.1(i).

    


    “Exchange
      Act”
means
      the Securities Exchange Act of 1934, as amended.

    


    “Execution
      Date”
means
      the date of this Agreement first written above.

    


    “Final
      Market Price”
means
      the average of the last sale price for the Common Stock of the Company as
      reported on the OTCBB Over-The-Counter (OTC) listing service, for the ten (10)
      Business days immediately preceding the Closing. Final Market Price shall be
      agreed to by the parties as evidenced by the execution by both Company and
      Purchaser of the Funding Addendum Schedule
      2,
      which
      is made a part of this Agreement. 

    


    “Final
      Purchase Price’”
means
      the Final Market Price multiplied by the Purchase Price Percentage.

    


    “Funding
      Addendum”
      Schedule
      2
      shall
      mean the instructions provided to Purchaser by Company setting out the Final
      Market Price and directing how the Purchase Price is to be
      remitted.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    “Indemnified
      Party”
shall
      have the meaning set forth in Section
      4.10(b).

    


    “Indemnifying
      Party”
shall
      have the meaning set forth in Section
      4.10(b).

    


    "Losses"
      shall
      have the meaning set forth in Section 4.10(a) (i). 

    "Material
      Adverse Effect"
      shall
      have the meaning set forth in Section 3.1(a).

    


    “NASD”
means
      the National Association of Securities Dealers, Inc.

    


    “NASDAQ”
shall
      mean the Nasdaq Stock Market, Inc.®

    


    “Number
      of Shares”
      means
      the number of shares to be received by the Custodian which is eight million
      seven hundred twenty thousand (8,720,000) shares.

    


    “OTCBB”
shall
      mean the NASD over-the counter Bulletin Board®.

    


    “Person”
means
      an individual or a corporation, partnership, trust, incorporated or
      unincorporated association, joint venture, limited liability company, joint
      stock company, government (or an agency or political subdivision thereof) or
      other entity of any kind.

    


    “Proceeding”
means
      an action, claim, suit, investigation or proceeding (including, without
      limitation, an investigation or partial proceeding, such as a deposition),
      whether commenced or threatened.

    


    “Purchase
      Price”
shall
      have the meaning set forth in Article
      II.

    


    “Purchase
      Price Percentage”
means
      forty percent (40%).

    


    “Purchaser”
shall
      have the meaning set forth in the introductory paragraph.

    


    “Reporting
      Issuer”
means
      a
      company that is subject to the reporting requirements of Section 13 or 15(d)
      of
      the Exchange Act.

    


    “Required
      Approvals”
shall
      have the meaning set forth in Section
      3.1(g).

    


    “Securities”
means
      the Common Stock and stock of any other class into which such shares may
      hereafter have been reclassified or changed.

    


    “SEC”
means
      the Securities and Exchange Commission.

    


    “Securities
      Act”
means
      the Securities Act of 1933, as amended.

    


    “Shares”
shall
      have the meaning set forth in
      Article II.

    


    “Subsidiaries”
shall
      have the meaning set forth in
      Section 3.1(a).

    


    “Trading
      Day”
means
      (a) a day on which the Common Stock is quoted on NASDAQ, the OTCBB or the
      principal stock exchange on which the Common Stock has been listed, or (b)
      if
      the Common Stock is not quoted on NASDAQ, the OTCBB or any stock
      exchange.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    “Transaction
      Documents”
means
      this Agreement and all exhibits and schedules hereto, and all other documents,
      instruments and writings required pursuant to this Agreement.

    


    “U.S.”
means
      the United States of America.

     

    ARTICLE
      II

     

    The
      Purchaser
      hereby
      agrees to purchase 8,720,000 shares
      of the
Common
      Stock
      of the
Company
      (the "Shares").
      The
      Purchase Price to be paid by the Purchaser shall be determined at Closing.
      The
      Purchase Price shall be the Final Purchase Price as defined herein multiplied
      by
      the Number of Shares deposited with the Custodian.

    


    ARTICLE
      III

     

    REPRESENTATIONS
      AND WARRANTIES

     

    3.1 Representations,
      Warranties and Agreements of the Company.
      The
      Company hereby makes the following representations and warranties to the
      Purchaser, all of which shall survive the Closing:

     

    (a) Organization
      and Qualification.
      The
      Company is a publicly traded corporation, duly incorporated, validly existing
      and in good standing under the laws of the State of Delaware,
      with the requisite corporate power and authority to own and use its properties
      and assets and to carry on its business as currently conducted. The Company
      has
      no subsidiaries other than as set forth on Schedule
      3.1(a)
      attached
      hereto (collectively, the “Subsidiaries”).
      Each
      of the Subsidiaries is a corporation, duly incorporated, validly existing and
      in
      good standing under the laws of the jurisdiction of its incorporation, with
      the
      full corporate power and authority to own and use its properties and assets
      and
      to carry on its business as currently conducted. Each of the Company and the
      Subsidiaries is duly qualified to do business and is in good standing as a
      foreign corporation in each jurisdiction in which the nature of the business
      conducted or property owned by it makes such qualification necessary, except
      where the failure to be so qualified or in good standing, as the case may be,
      would not, individually or in the aggregate, have a material adverse effect
      on
      the results of operations, assets, prospects, or financial condition of the
      Company and the Subsidiaries, taken as a whole (a “Material
      Adverse Effect”).

     

    (b) Authorization,
      Enforcement.
      The
      Company has the requisite corporate power and authority to enter into and to
      consummate the transactions contemplated hereby and by each other Transaction
      Document and otherwise to carry out its obligations hereunder and thereunder.
      The execution and delivery of this Agreement and each of the other Transaction
      Documents by the Company and the consummation by it of the transactions
      contemplated hereby and thereby has been duly authorized by all necessary action
      on the part of the Company. This Agreement and each of the other Transaction
      Documents has been or will be duly executed by the Company and when delivered
      in
      accordance with the terms hereof or thereafter will constitute the valid and
      binding obligation of the Company enforceable against the Company in accordance
      with its terms, except as such enforceability may be limited by applicable
      bankruptcy, insolvency, reorganization, moratorium, liquidation or similar
      laws
      relating to, or affecting generally the enforcement of, creditors’ rights and
      remedies or by other equitable principles of general application.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    (c) Capitalization.
      The
      authorized, issued and outstanding capital stock of the Company is set forth
      on
Schedule
      3.1(c).
      No
      shares of Common Stock are entitled to preemptive or similar rights, nor is
      any
      holder of the Common Stock entitled to preemptive or similar rights arising
      out
      of any agreement or understanding with the Company by virtue of this Agreement.
      Except as disclosed in Schedule
      3.1(c),
      there
      are no outstanding options, warrants, scripts,
      rights
      to subscribe to, registration rights, calls or commitments of any character
      whatsoever relating to securities, rights or obligations convertible into or
      exchangeable for, or giving any person any right to subscribe for or acquire,
      any shares of Common Stock, or contracts, commitments, understandings, or
      arrangements by which the Company or any Subsidiary is or may become bound
      to
      issue additional shares of Common Stock, or securities or rights convertible
      or
      exchangeable into shares of Common Stock. Neither the Company nor any Subsidiary
      is in violation of any of the provisions of its Certificate of Incorporation,
      bylaws or other charter documents.

     

    (d) Issuance
      of Securities.
      The
      Shares have been duly and validly authorized for issuance, offer and sale
      pursuant to this Agreement and, when issued and delivered as provided hereunder
      against payment in accordance with the terms hereof, shall be valid and binding
      obligations of the Company enforceable in accordance with their respective
      terms. 

     

    (e) Use
      of
      Proceeds.
      The
      proceeds from the sale of shares shall be used by the Company for payment of
      obligations and general working capital needs consistent with financial budgets
      and approved from time to time by the Board of Directors.

     

    (f) No
      Conflicts.
      The
      execution, delivery and performance of this Agreement and the other Transaction
      Documents by the Company and the consummation by the Company of the transactions
      contemplated hereby and thereby do not and will not (i) conflict with or violate
      any provision of its Certificate of Incorporation or bylaws (each as amended
      through the date hereof) or (ii) be subject to obtaining any consents except
      those referred to in Section
      3.1(f),
      conflict with, or constitute a default (or an event which with notice or lapse
      of time or both would become a default) under, or give to others any rights
      of
      termination, amendment, acceleration or cancellation of, any agreement,
      indenture or instrument to which the Company is a party, or (iii) result in
      a
      violation of any law, rule, regulation, order, judgment, injunction, decree
      or
      other restriction of any court or governmental authority to which the Company
      or
      its Subsidiaries is subject (including, but not limited to, those of other
      countries and the federal and state securities laws and regulations), or by
      which any property or asset of the Company or its Subsidiaries is bound or
      affected, except in the case of clause (ii), such conflicts, defaults,
      terminations, amendments, accelerations, cancellations and violations as would
      not, individually or in the aggregate, have a Material Adverse Effect. The
      business of the Company and its Subsidiaries is not being conducted in violation
      of any law, ordinance or regulation of any governmental authority.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    (g) Consents
      and Approvals.
      Except
      as specifically set forth in Schedule
      3.1(g),
      neither
      the Company nor any Subsidiary is required to obtain any consent, waiver,
      authorization or order of, or make any filing or registration with, any court
      or
      other federal, state, local or other governmental authority or other Person
      in
      connection with the execution, delivery and performance by the Company of this
      Agreement and each of the other Transaction Documents (together with the
      consents, waivers, authorizations, orders, notices and filings referred to
      herein or in Schedule 3.1(g),
      the
“Required
      Approvals”).

     

    (h) Litigation;
      Proceedings.
      Except
      as specifically disclosed in Schedule
      3.1(h),
      there is
      no action, suit, notice of violation, proceeding or investigation pending or,
      to
      the best knowledge of the Company, threatened against or affecting the Company
      or any of its Subsidiaries or any of their respective properties before or
      by
      any court, governmental or administrative agency or regulatory authority
      (federal, state, county, local or foreign) which (i) relates to or challenges
      the legality, validity or enforceability of any of the Transaction
      Documents
      or the
      Shares, (ii) could, individually or in the aggregate, have a Material Adverse
      Effect or (iii) could, individually or in the aggregate, materially impair
      the
      ability of the Company to perform fully on a timely basis its obligations under
      the Transaction Documents.

     

    (i) No
      Default or Violation.
      Except
      as set forth in Schedule
      3.1(i)
      hereto,
      neither the Company nor any Subsidiary (i) is in default under or in violation
      of any indenture, loan or credit agreement or any other agreement or instrument
      to which it is a party or by which it or any of its properties is bound, except
      such conflicts or defaults as do not have a Material Adverse Effect, (ii) is
      in
      violation of any order of any court, arbitrator or governmental body, except
      for
      such violations as do not have a Material Adverse Effect, or (iii) is in
      violation of any statute, rule or regulation of any governmental authority
      which
      could (individually or in the aggregate) adversely
      affect the legality, validity or enforceability of this Agreement, have
      a
      Material Adverse Effect or
      adversely impair the Company’s ability or obligation to perform fully on a
      timely basis its obligations under this Agreement.

     

    (j) Disclosure
      Documents.
      The
      Disclosure Documents are accurate in all material respects and do not contain
      any untrue statement of material fact or omit to state any material fact
      necessary in order to make the statements made therein, in light of the
      circumstances under which they were made, not misleading. Violation of this
      clause is and will be considered grounds for default and could result in the
      termination of this Agreement.

     

    (k) Non-Registered
      Offering
      Neither
      the Company nor any Person acting on its behalf has taken or will take any
      action (including, without limitation, any offering of any securities of the
      Company under circumstances which would require the integration of such offering
      with the offering of the Shares under the Securities Act) which might subject
      the offering, issuance or sale of the Shares to the registration requirements
      of
      Section 5 of the Securities Act.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    (l) Registration
      Rights.
      The
      Company agrees: (1) to
      instruct and require its
      transfer
      agent to remove the restrictive legend upon the request of Purchaser
      if the
      Shares are eligible for resale under Rule 144(k) promulgated under the
      Securities Act or if the resale of the Shares has been registered under the
      Securities Act; (2) there will be no trading by affiliates of the Company (as
      defined in the Securities Act) within thirty
      (30)
      days of
      the Closing; or (3) there will be no selling by affiliates of the Company during
      the fifteen
      (15) months subsequent to the
      date
      of Closing or three (3) months following the registration of Purchaser shares,
      whichever is sooner.
      The
      Company covenants and agrees that, in the event the Purchaser is deemed to
      be an
      "affiliate" of the Company pursuant to the Securities Act, as of or at
      any time subsequent to the second anniversary of the Closing Date, the
      Company will, within 120 days of the Company’s receipt of the Purchaser's
      request, file a registration statement with the SEC to register for immediate
      resale pursuant to the Securities Act all Shares then held by the Purchaser
      (including any shares of common stock issuable upon conversion of the Shares
      then held by the Purchaser) (the “Registrable
      Securities”).  The
      Company shall use its commercially reasonable efforts to cause such registration
      statement to be declared effective under the Securities Act as promptly as
      possible after the filing thereof. The Company shall use its reasonable
      commercial efforts to keep such registration statement continuously effective
      under the Securities Act until the date which is the earlier date of when (i)
      all Registrable Securities have been sold, or (ii) all Registrable Securities
      covered by such registration statement may be sold immediately without
      registration under the Securities Act and without volume restrictions pursuant
      to Rule 144(k). The
      Company shall pay all expenses of such registration, including registration
      and
      filing fees, "blue sky" fees and expenses and reasonable fees and expenses
      of one counsel to the Purchaser, such fee not to exceed $15,000. 
All
      selling commissions applicable to the sale of Registrable Securities, including
      any fees and disbursements of any special counsel to the Purchaser beyond those
      included above, shall not be the responsibility of the Company. The
      Company and the Purchaser agree that the determination of the Purchaser's status
      as an "affiliate" will be made by counsel to the Purchaser in good faith after
      consultation with counsel to the Company.

     

    (m) Regulation
      S.
      Neither
      the Company nor any affiliate or any person acting on the Company's behalf,
      has
      made or is aware of any “directed selling efforts” in the United States, which
      is defined in Regulation S to be any activity undertaken for the purpose of,
      or
      that could reasonably be expected to have the effect of, conditioning the market
      in the United States for any of the Shares being purchased hereby. 

     

    (n)
      Due
      Diligence.
      The
      Company agrees to cooperate with the Purchaser and provide access to the
      Company's books and records so that the Purchase is able to conduct a due
      diligence review of the Company and its business. The Purchaser shall have
      up to
      forty five (45) days following execution of this Agreement to conduct such
      due
      diligence review.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    (o) Material
      Misrepresentations.
      The
      Company agrees that all materials and information it discloses or otherwise
      provides to the Purchaser relating to this Agreement and the transactions
      contemplated pursuant to this Agreement are accurate in all material respects
      and do not contain any untrue statement of material fact or omit to state any
      material face necessary in order to make the statements made therein, in light
      of the circumstances under which they were made, not misleading. Violation
      of
      this clause is and will be considered an event of default permitting the
      Purchaser to terminate the Agreement immediately.

     

    (p) Company
      Funding Agent.
      In the
      event the Company has any agreement for compensation with any party to raise
      the
      funds on behalf of the Company ("Company Funding Agent Agreement"),
      the
      Company
      will disclose the terms of that Company Funding Agent Agreement to Purchaser
      prior to the execution of this Agreement. Following the execution of this
      Agreement, the Attorney-in-Fact shall be the Company contact for all information
      relating to the status of funding, location of Shares, settlement of the payment
      of the Purchase Price and any other information requests of the Company.
      Notwithstanding the above, in the event the Purchase Price is not paid as
      required herein, the
      Company
      may directly contact the Attorney-in-Fact to provide the
      Company
      notice of demand for the return of the Shares.

     

    The
      Purchaser
      acknowledges and agrees that the Company
      makes no
      representation or warranty with respect to the transactions contemplated hereby
      other than those specifically set forth in this
      Section
      3.1.

     

    3.2 Representations
      and Warranties of the Purchaser.
      The
      Purchaser hereby represents and warrants to the Company as follows:


     

    (a) Organization;
      Authority.
      The
      Purchaser is a corporation, duly organized, validly existing and in good
      standing under the laws of the jurisdiction of its formation with the requisite
      power and authority to enter into and to consummate the transactions
      contemplated hereby and by the other Transaction Documents and otherwise to
      carry out its obligations hereunder and thereunder. The acquisition of the
      Shares to be purchased by the Purchaser hereunder has been duly authorized
      by
      all necessary action on the part of the Purchaser. This Agreement has been
      duly
      executed and delivered by the Purchaser and constitutes the valid and legally
      binding obligation of the Purchaser, enforceable against it in accordance with
      its terms, except as such enforceability may be limited by applicable
      bankruptcy, insolvency, reorganization, moratorium or similar laws relating
      to,
      or affecting generally the enforcement of, creditors rights and remedies or
      by
      other general principles of equity.

     

    (b) Investment
      Intent.
      The
      Purchaser is acquiring the Shares to be purchased by it hereunder, for its
      own
      account for investment purposes only and not with a view to or for distributing
      or reselling such Shares, or any part thereof or interest therein. Purchaser’s
      right, subject to the provisions of this Agreement, to sell or otherwise dispose
      of all or any part of such Shares shall be in compliance with applicable federal
      and state securities laws. 

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    (c) Experience
      of Purchaser.
      The
      Purchaser, either alone or together with its representatives, has such
      knowledge, sophistication and experience in business and financial matters
      so as
      to be capable of evaluating the merits and risks of an investment in the Shares
      to be acquired by it hereunder, and has so evaluated the merits and risks of
      such investment.

     

    (d) Ability
      of Purchaser to Bear Risk of Investment.
      The
      Purchaser is able to bear the economic risk of an investment in the Shares
      to be
      acquired by it hereunder and, at the present time, is able to afford a complete
      loss of such investment. 

     

    (e) Reliance.
      The
      Purchaser understands and acknowledges that (i) the Shares being offered and
      sold to it hereunder are being offered and sold without registration under
      the
      Securities Act in a private placement that is exempt from the registration
      provisions of the Securities Act under Section 4(2) of the Securities Act and
      (ii) the availability of such exemption depends in part on, and that the Company
      will rely upon the accuracy and truthfulness of, the foregoing representations
      and such Purchaser hereby consents to such reliance. 

     

    (f) Regulation
      S.
      Purchaser understands and acknowledges that (A) the Shares have
      not
      been registered under the Securities Act, are being sold in reliance upon an
      exemption from registration afforded by Regulation S; and that such Shares
      have
      not been registered with any state securities commission or authority; (B)
      pursuant to the requirements of Regulation S, the Shares may not be transferred,
      sold or otherwise exchanged unless in compliance with the provisions of
      Regulation S and/or pursuant to registration under the Securities Act, or
      pursuant to an available exemption hereunder; and (C) Purchaser is under no
      obligation to register the Shares under the Securities Act or any state
      securities law, or to take any action to make any exemption from any such
      registration provisions available.

     

    Purchaser
      is not a U.S. person and is not acquiring the Shares for the account of any
      U.S.
      person; (B) no director or executive officer of Purchaser is a national or
      citizen of the United States; and (C) it is not otherwise deemed to be a “U.S.
      Person” within the meaning of Regulation S.

    


    Purchaser
      was not formed specifically for the purpose of acquiring the Shares purchased
      pursuant to this Agreement.

    


    Purchaser
      is purchasing the Shares for its own account and risk and not for the account
      or
      benefit of a U.S. Person as defined in Regulation S and no other person has
      any
      interest in or participation in the Shares or any right, option, security
      interest, pledge or other interest in or to the Shares. Purchaser understands,
      acknowledges and agrees that it must bear the economic risk of its investment
      in
      the Shares for an indefinite period of time and that prior to any such offer
      or
      sale, the Company may require, as a condition to effecting a transfer of the
      Shares, an opinion of counsel, acceptable to the
      Company,
      as to
      the registration or exemption therefrom under the Securities Act and any state
      securities acts, if applicable.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    Purchaser
      will, after the expiration of the Restricted Period, as set forth under
      Regulation S Rule 903(b) (3) (iii) (A), offer, sell, pledge or otherwise
      transfer the Shares only in accordance with Regulation S, or pursuant to an
      available exemption under the Securities Act and, in any case, in accordance
      with applicable state securities laws or following the effective date of a
      Registration of the Shares by the Company. The transactions contemplated by
      this
      Agreement have neither been pre-arranged with a purchaser who is in the U.S.
      or
      who is a U.S. Person, nor are they part of a plan or scheme to evade the
      registration provisions of the United States federal securities
      laws.

    


    The
      offer
      leading to the sale evidenced hereby was made in an “offshore transaction.” For
      purposes of Regulation S, Purchaser understands that an “offshore transaction”
as defined under Regulation S is any offer or sale not made to a person in
      the
      United States and either (A) at the time the buy order is originated, the
      purchaser is outside the United States, or the seller or any person acting
      on
      his behalf reasonably believes that the purchaser is outside the United States;
      or (B) for purposes of (1) Rule 903 of Regulation S, the transaction is executed
      in, or on or through a physical trading floor of an established foreign exchange
      that is located outside the United States or (2) Rule 904 of Regulation S,
      the
      transaction is executed in, on or through the facilities of a designated
      offshore securities market, and neither the seller nor any person acting on
      its
      behalf knows that the transaction has been prearranged with a buyer in the
      U.S.

    


    Neither
      the
      Purchaser
      nor any
      affiliate or any person acting on the
      Purchaser's
      behalf,
      has made or is aware of any “directed selling efforts” in the United States,
      which is defined in Regulation S to be any activity undertaken for the purpose
      of, or that could reasonably be expected to have the effect of, conditioning
      the
      market in the United States for any of the Shares being purchased
      hereby.

    


    Purchaser
      understands that the Company is the seller of the Shares which are the subject
      of this Agreement, and that, for purpose of Regulation S, a “distributor” is any
      underwriter, dealer or other person who participates, pursuant to a contractual
      arrangement, in the distribution of securities offered or sold in reliance
      on
      Regulation S and that an “affiliate” is any partner, officer, director or any
      person directly or indirectly controlling, controlled by or under common control
      with any person in question. Purchaser agrees that Purchaser will not, during
      the Restricted Period set forth under Rule 903(b)(iii)(A), act as a distributor,
      either directly or through any affiliate, nor shall it sell, transfer,
      hypothecate or otherwise convey the Shares other than to a non-U.S. Person.
      

    


    Purchaser
      acknowledges that the Shares will bear a legend in the following
      form:


     

    THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN OFFERED AND SOLD IN AN
      “OFFSHORE TRANSACTION” IN RELIANCE UPON REGULATION S AS PROMULGATED BY THE
      SECURITIES AND EXCHANGE COMMISSION. ACCORDINGLY, THE SECURITIES REPRESENTED
      BY
      THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
      (THE
“SECURITIES
      ACT”)
      AND
      MAY NOT BE TRANSFERRED OTHER THAN IN ACCORDANCE WITH REGULATION S, PURSUANT
      TO
      REGISTRATION UNDER THE SECURITIES ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION
      FROM REGISTRATION UNDER THE SECURITIES ACT, THE AVAILABILITY OF WHICH IS TO
      BE
      ESTABLISHED TO THE SATISFACTION OF THE COMPANY. 

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    The
      Company acknowledges and agrees that the Purchaser makes no representations
      or
      warranties with respect to the transactions contemplated hereby other than
      those
      specifically set forth in this Section
      3.2.

     

    ARTICLE
      IV

    OTHER
      AGREEMENTS OF THE PARTIES

     

    4.1 Manner
      of Sale.
      The
      Shares are being issued pursuant to Section
      4(2) of
      the Securities Act, and Rule 506 of Regulation D and Regulation S thereunder.
      

     

    4.2 Non-Shorting.
      Purchaser agrees to not engage in short sales of the Shares nor has it engaged
      in short sales of the Shares.

    


    4.3 Notice
      of Certain Events.
      For so
      long as the Purchaser shall own any Shares, the Company shall, on a continuing
      basis, (i) advise the Purchaser promptly after obtaining knowledge of, and,
      if
      requested by the Purchaser, confirm such advice in writing, of the issuance
      by
      any state securities commission of any stop order suspending the qualification
      or exemption from qualification of the Shares, for offering or sale in any
      jurisdiction, or the initiation of any proceeding for such purpose by any state
      securities commission or other regulatory authority, (ii) use its best efforts
      to prevent the issuance of any stop order or order suspending the qualification
      or exemption from qualification of the Shares under any state securities or
      Blue
      Sky laws, and (iii) if at any time any state securities commission or other
      regulatory authority shall issue an order suspending the qualification or
      exemption from qualification of the Shares under any such laws,
      use its
      best efforts to obtain the withdrawal or lifting of such order at the earliest
      possible time. For so long as the Purchaser shall own any Shares and during
      any
      period in which the Company has not filed all forms, reports and documents
      required to be filed by it with the SEC, the Company shall advise the Purchaser
      promptly after obtain knowledge of any event that makes any statement of a
      material fact made by the Company in Section
      3.1
      or in
      the Disclosure Documents untrue or that requires the making of any additions
      to
      or changes in Section
      3.1
      or in
      the Disclosure Documents in order to make the statements therein, in the light
      of the circumstances under which they are made, not misleading. 

     

    4.4 Blue
      Sky Laws. The
      Company shall cooperate with the Purchaser in connection with the exemption
      from
      registration of the Shares under the securities or Blue Sky laws of such
      jurisdictions as the Purchaser
      may
      request; provided,
      however,
      that
      neither the Company nor its Subsidiaries shall be required in connection
      therewith to qualify as a foreign corporation where they are not now so
      qualified. The Company agrees that it will execute all necessary documents
      and
      pay all necessary state filing or notice fees to enable the Company to sell
      the
      Shares to the Purchaser.

     

    4.5 Integration.
      The
      Company shall ensure that no Affiliate shall sell, offer for sale or solicit
      offers to buy or otherwise negotiate in respect of any security (as defined
      in
      Section 2 of the Securities Act) that would be integrated with the offer or
      sale
      of the Shares in a manner that would require the registration under the
      Securities Act of the sale of the Shares to the Purchaser.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    4.6 Furnishing
      of Rule 144 Materials.
      The
      Company shall, for so long as any of the Shares remain outstanding and during
      any period in which the Company is not subject to Section 13 or 15(d) of the
      Exchange Act, make available to any registered holder of the Shares
      (“Holder”
or
      “Holders”)
      in
      connection with any sale thereof and any prospective purchaser of such Shares
      from such Person, such information in accordance with Rule 144 or Regulation
      S
      as promulgated under the Securities Act as is required to sell the Shares under
      Rule 144 promulgated under the Securities Act.

     

    4.7 Solicitation
      Materials.
      The
      Company shall not (i) distribute any offering materials in connection with
      the
      offering and sale of the Shares other than the Disclosure Documents and any
      amendments and supplements thereto prepared in compliance herewith or (ii)
      solicit any offer to buy or sell the Shares or, if applicable, by
      means
      of any form of general solicitation or advertising.

     

    4.8 Listing
      of Common Stock.
      If the
      Common Stock is or shall become listed on the OTCBB or on another exchange,
      the
      Company shall (a) use its best efforts to maintain the listing of its Common
      Stock on the OTCBB or such other exchange on which the Common Stock is then
      listed until two (2)
      years
      from the date hereof, and (b) shall provide to the Purchaser evidence of such
      listing.

     

    4.9 Indemnification.

     

    (a) Indemnification

     

    (i) The
      Company shall, notwithstanding termination of this Agreement and without
      limitation as to time, indemnify and hold harmless the Purchaser and its
      officers, directors, agents, employees and affiliates, each Person who controls
      or
      the
      Purchaser (within the meaning of Section 15 of the Securities Act or Section
      20
      of the Exchange Act) (each such Person, a “Control
      Person”)
      and
      the officers, directors, agents, employees and affiliates of each such Control
      Person, to the fullest extent permitted by applicable law, from and against
      any
      and all losses, claims, damages, liabilities, costs (including, without
      limitation, costs of preparation and attorneys’ fees) and expenses
      (collectively, “Losses”),
      as
      incurred, arising out of, or relating to, a breach or breaches of any
      representation, warranty, covenant or agreement by the Company under this
      Agreement or any other Transaction Document.

     

    (ii) The
      Purchaser shall, notwithstanding termination of this Agreement and without
      limitation as to time, indemnify and hold harmless the Company, its officers,
      directors, agents and employees, each Control Person and the officers,
      directors, agents and employees of each Control Person, to the fullest extent
      permitted by application law, from and against any and all Losses, as incurred,
      arising out of, or relating to, a breach or breaches of any representation,
      warranty, covenant or agreement by the Purchaser under this Agreement or
any
      other
      Transaction Document.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    (b) Conduct
      of Indemnification Proceedings.
      If any
      Proceeding shall be brought or asserted against any Person entitled to indemnity
      hereunder (an “Indemnified
      Party”),
      such
      Indemnified Party promptly shall notify the Person from whom indemnity is sought
      (the “Indemnifying
      Party”)
      in
      writing, and the Indemnifying Party shall assume the defense thereof, including
      the employment of counsel reasonably satisfactory to the Indemnified Party
      and
      the payment of all fees and expenses incurred in connection with defense
      thereof; provided, that the failure of any Indemnified Party to give such notice
      shall not relieve the Indemnifying Party of its obligations or liabilities
      pursuant to this Agreement, except (and only) to the extent that it shall be
      finally determined by a court of competent jurisdiction (which determination
      is
      not subject to appeal or further review) that such failure shall have
      proximately and materially adversely prejudiced the Indemnifying
      Party.

     

    An
      Indemnified Party shall have the right to employ separate counsel in any such
      Proceeding and to participate in the defense thereof, but the fees and expenses
      of such counsel shall be at the expense of such Indemnified Party or Parties
      unless: (1) the Indemnifying Party has agreed to pay such fees and expenses;
      or
      (2) the Indemnifying Party shall have failed promptly to assume the defense
      of
      such Proceeding and to employ counsel reasonably satisfactory to such
      Indemnified Party in any such Proceeding; or (3) the named parties to any such
      Proceeding (including any impleaded parties) include both such Indemnified
      Party
      and the Indemnifying Party, and such Indemnified Party shall have been advised
      by counsel that a conflict of interest is likely to exist if the same counsel
      were to represent such Indemnified Party and the Indemnifying Party (in which
      case, if such Indemnified Party notifies the Indemnifying Party in writing
      that
      it elects to employ separate counsel at the expense of the Indemnifying Party,
      the Indemnifying Party shall not have the right to assume the defense of the
      claim against the Indemnified Party but will retain the right to control the
      overall Proceedings out of which the claim arose and such counsel employed
      by
      the Indemnified Party shall be at the expense of the Indemnifying Party). The
      Indemnifying Party shall not be liable for any settlement of any such Proceeding
      affected without its written consent, which consent shall not be unreasonably
      withheld. No Indemnifying Party shall, without the prior written consent of
      the
      Indemnified Party, effect any settlement of any pending Proceeding in respect
      of
      which any Indemnified Party is a party, unless such settlement includes an
      unconditional release of such Indemnified Party from all liability on claims
      that are the subject matter of such Proceeding.

     

    All
      fees
      and expenses of the Indemnified Party to which the Indemnified Party is entitled
      hereunder (including reasonable fees and expenses to the extent incurred in
      connection with investigating or preparing to defend such Proceeding in a manner
      not inconsistent with this Section) shall be paid to the Indemnified Party,
      as
      incurred, within ten (10) Business Days of written notice thereof to the
      Indemnifying Party.

     

    No
      right
      of indemnification under this Section shall be available as to a particular
      Indemnified Party if there is a non-appealable final judicial determination
      that
      such Losses arise solely out of the negligence or bad faith of such Indemnified
      Party in performing the obligations of such Indemnified Party under this
      Agreement or a breach by such Indemnified Party of its obligations under this
      Agreement.

     

    (c) Non-Exclusivity.
      The
      indemnity and agreements contained in this Section are in addition to any
      obligation or liability that the Indemnifying Parties may have to the
      Indemnified Parties.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      V

     

    MISCELLANEOUS

     

    5.1 Fees
      and Expenses.
      Except
      as set forth in this Agreement, each party shall pay the fees and expenses
      of
      its advisers, counsel, accountants and other experts, if any, and all other
      expenses incurred by such party incident to the negotiation, preparation,
      execution, delivery and performance of this Agreement. The Company shall pay
      all
      referral, introduction or other brokerage or investment banking commissions
      to
      third party advisors, however, in no event shall the cash compensation for
      such
      services be greater than four percent (4%) of the cash purchase price. The
      Company shall pay all stamp and other taxes and duties levied in connection
      with
      the issuance of the Shares (and, upon conversion or exercise thereof, the
      Shares) pursuant hereto. The
      Purchaser shall be responsible for any taxes payable by the Purchaser that
      may
      arise as a result of the investment hereunder or the transactions contemplated
      by this Agreement or any other Transaction Document. The Company shall pay
      all
      costs, expenses, fees and all taxes incident to and in connection with: (A)
      the
      issuance and delivery of the Shares, (B) the exemption from registration of
      the
      Shares for offer and sale to the Purchaser under the securities or Blue Sky
      laws
      of the applicable jurisdictions, (C)
      the
      preparation of certificates for the Shares (including, without limitation,
      printing and engraving thereof), and (D) all fees and expenses of counsel and
      accountants of the Company. The Company shall pay to Purchaser the fees which
      are defined in the
      Schedule 1(a)
      executed
      by the Company and Purchaser,
      said
      payments to be remitted upon the execution of this Agreement or paid from the
      gross proceeds due the Company at time of payment of the Purchase Price to
      the
      Company.

    


    5.2 Entire
      Agreement.
      This
      Agreement, together with all of the Exhibits and Schedules annexed hereto,
      and
      any other Transaction Document contains the entire understanding of the parties
      with respect to the subject matter hereof and supersede all prior agreements
      and
      understandings, oral or written, with respect to such matters. This Agreement
      shall be deemed to have been drafted and negotiated by both parties hereto
      and
      no presumptions as to interpretation, construction or enforceability shall
      be
      made by or against either party in such regard.

     

    5.3 Notices.
      Any
      notice or other communication required or permitted to be given hereunder shall
      be in writing and shall be deemed to have been duly given (a) when delivered
      to
      the address designated below by hand or by nationally recognized overnight
      courier services (costs prepaid); or (b) upon facsimile transmission (with
      written transmission confirmation report) at the number designated below (if
      delivered on a Business Day during normal business hours where such notice
      is to
      be received), or the first Business Day following such delivery (if delivered
      other than on a Business Day during normal business hours where such notice
      is
      to be received) whichever shall first occur. The addresses for such
      communications shall be:

     

    
      	
              If
                to the Company:

            	Indigo-Energy,
              Inc.
	 	Phone:
	 	Fax:


    

                                                                                         
      

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    
      	
              With
                copies to:

            	 
	 	 
	 	 
	 	 
	
              If
                to the Purchaser:

            	Mercatus
              & Partners, Limited
	 	115
              Mauldin Dr
	 	Alpharetta,
              GA 30004
	 	Phone:
              (718) 841-7204
	 	Fax:
              (718) 841-7207
	 	Attn:
              Mathew Tullis
	 	 
	
              With
                copies to: 

            	Mercatus
              & Partners, Limited
	 	115
              Mauldin Dr.
	 	Alpharetta,
              GA 30004
	 	Attn:
              Cary Massi
	 	 
	 	Waterford
              Law Group
	 	112
              Westwood Place, Suite 200
	 	Brentwood,
              TN 37027
	 	Phone:
              (615) 373-2500
	 	Fax:
              (615) 373-2574
	 	Attn:
              Kurt Beasley


    

     

    5.4 Amendments;
      Waivers.
      No
      provision of this Agreement may be waived or amended except in a written
      instrument signed, in the case of an amendment, by both the Company and the
      Purchaser, or, in the case of a waiver, by the party against whom enforcement
      of
      any such waiver is sought. No waiver of any default with respect to any
      provision, condition or requirement of this Agreement shall be deemed to be
      a
      continuing waiver in the future or a waiver of any other provision, condition
      or
      requirement hereof, nor shall any delay or omission of either party to exercise
      any right hereunder in any manner impair the exercise of any such right accruing
      to it thereafter.

     

    5.5 Headings.
      The
      headings herein are for convenience only, do not constitute part of this
      Agreement and shall not be deemed to limit or affect any of the provisions
      hereof.

     

    5.6 Successors
      and Assigns.
      This
      Agreement shall be binding upon and inure to the benefit of the parties and
      their respective successors and permitted assigns. The assignment by a party
      of
      this Agreement or any rights hereunder shall not affect the obligations of
      such
      party under this Agreement.

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    5.7 No
      Third Party Beneficiaries.
      This
      Agreement is intended for the benefit of the parties hereto and their respective
      permitted successors and assigns and is not for the benefit of, nor may any
      provision hereof be enforced by, any other person.

     

    5.8 Governing
      Law; Venue; Service of Process.
      The
      parties hereto acknowledge that the transactions contemplated by this Agreement
      and the exhibits hereto bear a reasonable relation to the State of New York.
      The
      parties hereto agree that the internal laws of the State of New York shall
      govern this Agreement and the exhibits hereto, including, but not limited to,
      all issues related to usury. Any action to enforce the terms of this Agreement
      or any of its exhibits, or any other Transaction Document shall be brought
      exclusively in the state and/or federal courts situate in the County and State
      of New York. Service of process in any action by the Purchaser to enforce the
      terms of this Agreement may be made by serving a copy of the summons and
      complaint, in addition to any other relevant documents, by commercial overnight
      courier to the Company at its principal address set forth in this
      Agreement.

     

    5.9 Survival.
      The
      representations and warranties of the Company and the Purchaser contained in
      this agreement shall survive the Closing. The provisions contained in Sections
      4.9 (Indemnification), 5.1 (Fees and Expenses), 5.11 (Publicity), 5.13
      (Limitation of Remedies), and 5.15 (Delivery of Purchase Price and Recall of
      Shares) shall survive termination of this Agreement. 

     

    5.10 Counterpart
      Signatures.
      This
      Agreement may be executed in two or more counterparts, all of which when taken
      together shall be considered one and the same agreement and shall become
      effective when counterparts have been signed by each party and delivered to
      the
      other party, it being understood that both parties need not sign the same
      counterpart. In the event that any signature is delivered by facsimile
      transmission, such signature shall create a valid and binding obligation of
      the
      party executing (or on whose behalf such signature is executed) the same with
      the same force and effect as if such facsimile signature page were an original
      thereof.

     

    5.11 Publicity.
      The
      Company and the Purchaser shall consult with each other in issuing any press
      releases or otherwise making public statements with respect to the transactions
      contemplated hereby and neither party shall issue any such press release or
      otherwise make any such public statement without the prior written consent
      of
      the other, which consent shall not be unreasonably withheld or delayed; unless
      counsel for the disclosing party deems such public statement to be required
      by
      applicable federal and/or state securities laws. The Company shall provide
      the
      Purchaser with a copy of its intended communication or filing prior to making
      it
      public and giving Purchaser sufficient time to discuss it with the Company.
      Except as otherwise required by applicable law or regulation, the Company will
      not disclose to any third party (excluding its legal counsel, accountants and
      representatives) the names of the Purchaser.

     

    5.12 Severability.
      In case
      any one or more of the provisions of this Agreement shall be invalid or
      unenforceable in any respect, the validity and enforceability of the remaining
      terms and provisions of this Agreement shall not in any way be affected or
      impaired thereby and the parties will attempt to agree upon a valid and
      enforceable provision which shall be a reasonable substitute therefore, and
      upon
      so agreeing, shall incorporate such substitute provision in this
      Agreement.

    
       

      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

         

      

    

    5.13 Limitation
      of Remedies –
      Funding.
      Without
      regard to any other terms in this agreement, in the event that the transactions
      contemplated herein are not consummated and funding does not occur within the
      forty five (45) day period, the sole remedy for both parties under this
      Agreement shall be the return of the Shares in accordance with Section
      5.15.

     

    5.14
       Delivery
      of Securities.
      The
      Company shall deliver the Shares directly to the Custodian, in Purchaser’s name,
      within five days of the execution of this Agreement in accordance with the
      directions provided in Schedule
      1.

     

    5.15 Delivery
      of Purchase Price and Recall of Shares.
      The
      Purchaser shall, within forty five (45) days following the delivery of the
      Shares to the Custodian, subject to the execution of Schedule
      2
      by both
      Company and Purchaser, pay the Purchase Price to the Company via wire transfer
      to the directed wire transfer bank and account as specified in the Funding
      Addendum Schedule
      2 which
      is
      attached hereto.  

    


    If
      the
      Purchase Price is not received by the Company within forty five (45) days of
      the
      delivery of the Shares to the Custodian in the name of the Purchaser, the
      Company may, at its discretion, demand recall of the Shares, issue
      or
      cause to be issued a stop transfer order or other order impeding the sale and
      delivery of any of the Shares, and terminate this Agreement.
      The
      Company may recall the Shares by providing notice to the Purchaser pursuant
      to
      Section 5.3. If the Company recalls the Shares, the Purchaser will use its
      best
      efforts, and will use its best efforts to cause the Custodian to, transmit
      and
      deliver the Shares to the Company within 20 days following the deliver of the
      recall notice pursuant to Section 5.3. 

    


    5.16. Delivery
      of Opinion of Counsel. The
      Company hereby agrees that it
      hereby
binds
      itself,
      if
      requested in writing to the aforementioned address of the Company, by the
Purchaser
      or their
      designate or assignee, that it
      shall
      deliver, within five (5) days of such demand, an opinion of counsel regarding
      the transferability or status of the Shares;
      provided, however, that if the Company’s counsel requires additional information
      or representations from or with respect to the Purchaser and/or its designate
      or
      assignee, then such opinion shall not be required until five (5) days following
      the delivery of such additional information or representations.

     

    5.17. Duty
      for
      Due Diligence. The
      Company hereby agrees that it,
      and on
      behalf, its
      transfer
      agent, and any accessed management of the Company by the Purchaser or designee
      banks or purchasers shall cooperate in the verification of the originating
      nature of the Shares,
      the
      restriction period of the Shares,
      and the
      transferability of the Shares
      during
      the due diligence period of the Shares
      involved
      in this transaction. Such
      failure of information to said parties is acknowledged as grounds for rejections
      by the Purchaser or their designees or assignees as described above.

     

    
      
         

        
        

      

      
        17

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
      executed as of the date first indicated above.

     

    
      	 	 	 	 
	 	Company:	 
	 
 	Indigo-Energy,
              Inc.:	 
	 	By:  	 	 
	 	 	 	 
	 	Name:
              	 	 
	 	 	 	 
	 	Title:
              	 	 
	 	 	 	 
	 	Purchaser:  	 
	 	Mercatus
              & Partners, Limited 	 
	 	 	 	 
	 	 	 	 
	 	 	 
	 	By:
              Matthew Tullis POA on behalf of 	 
	 	Mercatus
              & Partners, Limited 	 


    

     

    
      
         

        
        

      

      
        18

        
          

        

      

      
        
        

      

    


    SCHEDULE
      2

    


    


    This
      Funding Schedule
      (hereinafter “Schedule 2”) is entered into on ____________________, 2007
      between Antares
      Trading Fund Mercatech SP (“Purchaser”), and Indigo-Energy, Inc. (“Company”).
      This Addendum is attached to and made a part of the Restricted Equity Purchase
      Agreement (“Agreement”), dated _____________2007 and is incorporated therein by
      reference. Unless otherwise defined herein, all capitalized terms shall have
      the
      meanings given them in the Agreement.

    


    Stock
      purchase description and values as of the date of Funding:

    


    


    
      	
              1.

               

            	
              Final
                Market Price:

               

            	
              The
                average of the last sale price for the Common Shares of the Company
                as
                reported on the OTCBB Over-The-Counter (OTC) listing service, for
                the ten
                (10) Business days immediately preceding this Closing is $______
                per
                share.

               

            
	
              2.

               

            	
              Total
                share value

               

            	
              $_______________

               

            
	
              3.

               

            	
              Discount:

               

            	
              ______________.0%

               

            
	
              4.

               

            	
              Gross
                Purchase price:

            	
              $_______________

            
	
              5.

               

            	
              Less
                Fees:

               

            	
              $
                _______________

               

            
	
              6.

               

            	
              Net
                Purchase Price:

               

            	
              $
                _______________

               

            


    

    


    7. Representations
      and Warranties.
      Company
      hereby represents and warrants that all of the representations and warranties
      made by Company in the Restricted Equity Purchase Agreement are true and
      accurate as if made as of the date hereof. 

     

    
      
         

        
        

      

      
        19

        
          

        

      

      
        
        

      

    

    


    8.
      Wiring Instructions

     

      
        

      

    

    
      
        	
                Company
                  Name:

              	
                 

              
	
                Funding
                  Date:

              	
                 

              
	
                Stock
                  Symbol:

              	
                 

              
	
                Net
                  Purchase Price:

              	
                 

              
	
                Name
                  on Account:

              	
                 

              
	
                Name
                  of Bank:

              	
                 

              
	
                Company
                  Account Number:

              	
                 

              
	
                ABA
                  Routing Number:

              	
                 

              
	
                International
                  Swift Code:

              	
                 

              
	
                Bank
                  Contact Name:

              	
                 

              
	
                Bank
                  Address:

              	
                 

              
	
                Bank
                  Telephone Number:

              	
                 

              


      

    

    
      
        

      



    Additional
      Notes: In this space, please add any notes, clarifications, or other information
      of which Company feels [Fund] should be aware. Attach a separate sheet if
      necessary.

     

    
      	
              FUND

            	 	
              Company
                Name

            
	 	 	 
	
              [NAME] 

            	 	
              
                [Name]:

              

            	 
	As
              Power Of Attorney	 	
              
                [Title]: 

              

            	 


    

     

    
      
        
        

      

      
        20