Memorandum of
Understanding

     

      
This Memorandum of Understanding (“MOU”), dated March 15, 2010, is entered into
by and between Epicenter Oil and Gas, LLC (“Epicenter”), a Florida Limited
Liability Company, Indigo-Energy, Inc. (“Indigo”), a Nevada Corporation, and
Reef LLC (“Reef”), a Florida Limited Liability Company, and, collectively
referred to as the “Parties”.

     

    RECITALS

     

    
      	
               
      

            	
              1-

            	
              Since
      2005, Epicenter has expended substantial human resources and money in the
      acquisition of oil and gas leases, and contracts to purchase oil and gas
      leases, totaling approximately 135,000 acres in Illinois, Indiana and
      Kentucky. In addition to the efforts of Epicenter to acquire such leases
      and contracts, Indigo has expended substantial human resources, money, and
      its own common stock to assist in the acquisition and retention of certain
      of those leases and contracts..  Despite these efforts and
      expenditures on the parts of Epicenter and Indigo, certain of these leases
      and options have expired.

            


    

     

    
      	
               
      

            	
              2-

            	
              In
      a prior MOU dated December 3, 2008, and subsequently modified, Epicenter
      represented that Indigo and Carr-Miller Capital and Epicenter agreed as
      follows: “Carr-Miller Capital shall provide via Indigo the sum of One
      Million Two Hundred Thousand ($1,200,000.00) Dollars, or the actual cost
      if more, to Depocenter which shall be used to pay for the drilling and
      equipping of at least two (2) and for a maximum of three (3) horizontal
      wells in the Dubois Field in Dubois County, Indiana...Indigo-Energy shall
      own 75% of the working interest of the wells to be drilled in the Dubois
      Field with the One Million Two Hundred Thousand ($1, 200,000.00)
      Dollars.  Depocenter Oil and Gas, LLC shall own the remaining
      25% of the working interest of each well.”  On March 26, 2009,
      Indigo, Reef, and Epicenter signed a confirming letter that memorialized
      ownership of the Dubois Field by Reef, Epicenter’s right to drill, and
      Indigo’s expectation of receipt of an assignment of Working
      Interest.  On April 29, 2009, another MOU was executed and
      represents the following: “Indigo will provide the sum of two million one
      hundred thousand  ($2,100,000) dollars to Epicenter which will
      be used to pay for the drilling and equipping of at least one (1) vertical
      well and for a maximum of three (3) horizontal wells in the Dubois Field
      in Dubois County, Indiana.  Indigo will own 75% of the working
      interest of the wells to be drilled in the Dubois Field. Epicenter will
      own the remaining 25% of the working interest of each well...Further that
      Epicenter shall prepare an assignment of working interest with Indigo as
      assignee and shall receive 75% of the working interest”, which assignment
      has been executed and filed. Said drilling and completion budget numbers
      have been exceeded, and currently stand at approximately
      $4,800,000.

            


    


    
      
         


      

      
        1

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              3-

            	
              The
      Parties acknowledge that Reef is the lessee of a number of oil and gas
      leases that comprise the spacing units of the four wells as required by
      the Indiana Department of Natural Resources, Division of Oil and Gas. Said
      leases are either “held by production” under the provisions of the leases,
      or are within their five year Primary Terms. The lessors’ Royalty Interest
      (“R”) of said leases is one-eighth (1/8) of eight-eighths (8/8), or 12.5%
      of 100% (twelve and one-half percent of one hundred percent) of the gross
      revenue generated by the sale of natural gas and crude oil produced from
      wells located upon the lands covered by said leases.  A
      comprehensive schedule of the leases that comprise the spacing units of
      the four wells will be provided by Epicenter within thirty (30)
      days.

            


    

     

    
      	
               
      

            	
              4-

            	
              The
      leases that comprise the spacing units of the four wells are subject to
      Over-Riding Royalty Interests (“ORRI”) of 8.25% (eight and twenty-five one
      hundredths percent) of 100% (one hundred percent) of gross revenue
      generated by the sale of natural gas and crude oil produced from wells
      located upon the lands covered by said leases.  The 8.25% ORRI
      is divided as follows:

            


    

     

    3.125% of
100% — Pawnee Oil Corporation

     

    1.5625%
of 100% — The Masson Family Trust

     

    1.5625%
of 100% — The Bob Hanley Trust

     

    2.00% of
100% — Frank G. Finkbeiner

     

    
      	
               
      

            	
              5-

            	
              Epicenter
      has represented that it is the operator of the four wells, and of the gas
      processing facilities owned by Reef within the Dubois
      Field.  Epicenter and Reef further represent that the leases
      comprising the spacing units of the four wells are owned by Reef which has
      good title to said leases, subject to certain mechanics liens filed
      against said leases, and that Epicenter has permission from Reef to act as
      operator to drill, complete and operate the four wells upon said
      leases.

            


    

     

    
      	
               
      

            	
              6-

            	
              Epicenter
      and Reef represent that Robert R. Turnage is a Managing Member of
      Reef.  He is, and has been, the Managing Member of Reef
      responsible for making all field-related operating decisions and
      commitments on behalf of Reef for the previous six (6)
    years.

            


    

     

    
      	
               
      

            	
              7-

            	
              The
      Parties have previously agreed that the operating expenses of the four
      wells shall be payable, whenever possible, from revenue generated by the
      working interest of the four wells.  No drilling, completion or
      operating expenses shall be borne by royalty or over-riding royalty
      interests.

            


    

     

    
      	
               
      

            	
              8-

            	
              In
      a prior MOU dated 12-3-2008, and prior letters, Epicenter, Reef, and
      Indigo affirmed that the working interest revenue generated from the sale
      of crude oil and natural gas produced from the four wells shall be divided
      and distributed seventy-five percent (75%) to Indigo, and twenty-five
      percent (25%) to Epicenter and /or Reef.  We further understand
      that Epicenter and Reef may have additional agreements or understandings
      in place regarding ownership and distribution between them, but this in no
      way affects the uncontested 75% working interest ownership of
      Indigo.  This is hereby acknowledged by all
    Parties.

            


    


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              9-

            	
              The
      Parties acknowledge that there have been mechanics liens filed on behalf
      of certain contractors and/or suppliers who provided goods and/or services
      during the drilling and completion of the four wells. These mechanics
      liens have been filed against the four wells, Indigo, Reef, Epicenter and
      the leases comprising the spacing units of the four
      wells.  Additionally, Accounts Payable from contractors and/or
      suppliers of approximately $1,600,000 including the above cited liens,
      remains unpaid.

            


    

     

    NOW
THEREFORE the Parties agree as follows:

     

    
      	
               
      

            	
              A-

            	
              Indigo
      will continue to provide funding to a maximum of $350,000 for completion
      efforts that are required to bring the four wells online and into
      production. It is believed that this process is nearly completed and that
      production might be commenced during March, 2010.  Indigo may
      extend this funding at its sole
discretion.

            


    

     

    
      	
               
      

            	
              B-

            	
              It
      is the intention of Indigo and Epicenter that working interest revenue,
      net of operational requirements, will be utilized to pay outstanding
      Accounts Payable, beginning with mechanics lien holders.  It is
      not anticipated that any net working interest revenue will be distributed
      to the Parties prior to the retirement of outstanding debts incurred
      during the drilling and completion of the four wells.  This use
      of funds will not constitute any additional obligations between the
      Parties.

            


    

     

    
      	
               
      

            	
              C-

            	
              Epicenter
      shall be the operator of the four wells, including responsibility for and
      management of the production facilities, as well as the selection of
      buyers of the crude oil and natural gas produced from the four
      wells.  The costs associated with normal day to day operations
      shall be incurred at Epicenter’s sole discretion. However, any anticipated
      operations costs of an unusual amount or nature shall be subject to mutual
      consent. All expenditures incurred in the operation of the four wells
      shall be subject to audit by Indigo. All operations expenditures and costs
      shall be on an “actual cost pass through
basis”.

            


    

     

    
      	
               
      

            	
              D-

            	
              Epicenter
      is free to engage in further activities with Reef or any other individual
      or entity independent of, and without the consent of,
      Indigo.  Conversely, Indigo is free to engage in further
      activities with any individual or entity independent of, and without the
      consent of, Epicenter and/or
Reef.

            


    


    
      
         


      

      
        3

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              E-

            	
              This
      MOU shall supersede all agreements, both oral and written, between the
      parties with respect to the four wells.  Within sixty (60) days
      after execution of this MOU, Epicenter and/or Reef and Indigo will execute
      a detailed Operating Agreement patterned after the standard industry
      operating agreement as published by the American Petroleum Institute
      (“API”) that, in conjunction with this MOU, will fully define the duties
      and responsibilities of the working interest owners of the four
      wells.

            


    

     

    
      	
               
      

            	
              F-

            	
              The
      contents of this MOU are confidential and not to be shared with any third
      party, disseminated or published in any manner without unanimous consent
      of the parties hereto other than what is required in the normal course of
      business and disclosure as mandated by the SEC, IRS, and other
      governmental reporting agencies in order to say in compliance with
      publicly reporting stock entities.

            


    

     

    IN
WITNESS WHEREOF, the parties hereto have executed this Agreement to be binding
and effective on this _______ day of _________________________,
2010.

     

    
      
        
          
            
              
                
                  
                    	
                            Indigo-Energy,
Inc.

                          
	 
      	 
      
	
                            By:

                          	
                             

                          
	 
      	 
      
	
                            Title:

                          	  
      
	 
      	 
      
	
                            Epicenter
      Oil & Gas, LLC

                          
	 
      	 
      
	
                            By:

                          	
                             

                          
	 
      	 
      
	
                            Title:

                          	  
      
	 
      	 
      
	
                            Reef
      LLC

                          
	 
      	 
      
	
                            By:

                          	
                             

                          
	 
      	 
      
	
                            Title:

                          	  
      


                  

                

              

            

          

        

      

    

     

    Epi MOU 031710
final


    
      
         


      

      
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