Modification and
Consolidation Agreement

    Carr Miller Capital LLC
Promissory Notes

    Indigo-Energy,
Inc.

     

    
      
        	
                $8,376,169

              	
                Dated:
      3-25-2010

              
	
                Principal
      Amount

              	
                State
      of Nevada    

              


      

    

     

    Modification Date- On or
before March 25, 2010

    Due Date-  March 25,
2014

    


    This
Modification and Consolidation Agreement (the “Agreement”) is made and entered
into as of this ___ day of March 2010 by and between Indigo-Energy Inc., a
corporation organized under the laws of the State of Nevada (the “Company”), and
Carr Miller Capital, LLC (“CMC” and together with the Company, the
“Parties”).

    


    WHEREAS, the Company
previously issued various promissory notes as set forth in Exhibit A (the "Old
CMC Notes") to CMC in the aggregate principal amount of $7,284,508;

    


    WHEREAS, loans from CMC has
provided the Company with sufficient working capital which has allowed the
Company to remain solvent and remain current in the filings required by the
Securities and Exchange Commission;

    


    WHEREAS, the Parties have
agreed that it is in their best interests to modify all of the terms provided
under the Old CMC Notes, including those terms relating to interest and
maturity; and

    


    NOW THERFORE, the Parties
hereto agree as follows:

    


    Section 1.  Settlement of the Old CMC
Notes.  Effective upon the execution of this Agreement, the
Parties hereby agree to restructure the Old CMC Notes as follows:

    


    
      	
              a.   
      

            	
              As
      an inducement to enter into this Modification and Consolidation Agreement,
      a total of 1 share of the Company’s common stock will be issued to CMC for
      each dollar of principal within thirty days of execution of this
      Agreement.

            


    

    


    
      	
              b.   
      

            	
              The
      Old CMC Notes in the principal aggregate amount of $7,284,508 plus any
      interest accrued and penalties thereon will be amended and replaced by a
      revised promissory note (the “Revised Note”), a copy of which is attached
      as Exhibit B, which shall be delivered to CMC upon the execution of this
      Agreement and which shall provide for the
  following:

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              1)   
      

            	
              The
      interest rate payable on the Revised Note shall be simple interest at ten
      percent (10%) per annum;

            


    

    
      	
               
      

            	
              2)   
      

            	
              The
      principal amount and interest due on the Revised Note shall be payable in
      equal monthly installments beginning in the twenty fifth month from the
      date of execution in equal monthly payments fully amortizing the principal
      and interest of such Revised Note until the Maturity Date;
    and

            


    

    
      	
               
      

            	
              3)   
      

            	
              That
      upon issuance of the Revised Note, the Old CMC Notes shall be deemed to be
      released and all of the Company’s liabilities or obligations under the Old
      CMC Notes shall be extinguished.

            


    

    


    Section 2. Successors. This
Agreement shall be binding upon and inure to the benefit of the Parties and
their respective administrators, representatives, executors, successors and
assigns, either by reason of death, incapacity, merger, consolidation, and/or
purchase or acquisition of substantially all of the Company's assets or
otherwise.

    


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

    


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

    


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

    


    Section 8. Entire Agreement.
Except as provided in the next sentence, 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 ,
including, but not limited to, the Old CMC Notes. Notwithstanding the foregoing,
if either party defaults in any payments due under this Agreement, or defaults
in any other term or provision of this Agreement, the other party shall be
entitled to enforce this Agreement, at its sole option.

    


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

    


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


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    Section 11. Survival. All
obligations of the Parties as set forth herein shall survive 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.

     

    
      
        
          	
                  /s/
      Steven P. Durdin

                
	
                  By:
      Steven P. Durdin

                
	
                  Title:
      Chief Executive Officer

                
	
                  Date:

                


        

      

    

     

    CARR
MILLER CAPITAL, LLC

     

    
      
        
          	
                  /s/
      Everett Miller

                
	
                  By:
      Everett Miller

                
	
                  Title:

                
	
                  Date:

                


        

      

    

    


    CMC
Restructured Mod Agr 032510


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Exhibit
A

     

    
      
        
          
            	 
      	
                     Type

                  	 	
                    Principal
      

                    Amount

                  	 	 	
                    Original
      

                    Stated
      

                    Interest
      

                    Rate

                  	 	
                    Origination
      

                    Date

                  	
                    Maturity
      

                    Date,
      

                    including
      

                    extensions

                  
	 
      	 
      	 	 	 	 	 	 	 
      	 
      
	
                    Old
      CMC Notes

                  	 
      	 	 	 	 	 	 	 
      	 
      
	
                    CMC
      Secured Note

                  	
                    Secured
      Prom Note

                  	 	$	2,861,217.53	 	 	 	10	%	
                    11/30/2008

                  	
                    11/30/2013

                  
	
                    CMC
      XVI

                  	
                    Promissory
      Note

                  	 	$	1,080,000.00	 	 	 	10	%	
                    12/16/2008

                  	
                    12/16/2010

                  
	
                    CMC
      XV

                  	
                    Promissory
      Note

                  	 	$	200,000.00	 	 	 	20	%	
                    12/31/2008

                  	
                    12/31/2013

                  
	
                    CMC
      XIII

                  	
                    Promissory
      Note

                  	 	$	500,000.00	 	 	 	20	%	
                    12/30/2008

                  	
                    12/30/2013

                  
	
                    CMC
      XIV

                  	
                    Promissory
      Note

                  	 	$	400,000.00	 	 	 	20	%	
                    12/31/2008

                  	
                    12/31/2013

                  
	
                    CMC
      XVII

                  	
                    Promissory
      Note

                  	 	$	330,000.00	 	 	 	20	%	
                    1/29/2009

                  	
                    1/29/2014

                  
	
                    CMC
      XVIII

                  	
                    Promissory
      Note

                  	 	$	250,000.00	 	 	 	10	%	
                    2/6/2009

                  	
                    2/6/2014

                  
	
                    CMC
      XX

                  	
                    Promissory
      Note

                  	 	$	500,000.00	 	 	 	10	%	
                    2/20/2009

                  	
                    2/20/2011

                  
	
                    CMC
      XIX

                  	
                    Promissory
      Note

                  	 	$	50,000.00	 	 	 	10	%	
                    2/25/2009

                  	
                    2/25/2014

                  
	
                    CMC
      XXI

                  	
                    Promissory
      Note

                  	 	$	225,000.00	 	 	 	10	%	
                    3/10/2009

                  	
                    3/10/2011

                  
	
                    CMC
      XXII

                  	
                    Promissory
      Note

                  	 	$	200,000.00	 	 	 	10	%	
                    3/19/2009

                  	
                    3/19/2011

                  
	
                    CMC
      XXIII

                  	
                    Promissory
      Note

                  	 	$	100,000.00	 	 	 	10	%	
                    4/30/2009

                  	
                    4/30/2011

                  
	
                    CMC
      XXIV

                  	
                    Promissory
      Note

                  	 	$	50,000.00	 	 	 	10	%	
                    5/6/2009

                  	
                    5/6/2014

                  
	
                    CMC
      XXV

                  	
                    Promissory
      Note

                  	 	$	75,000.00	 	 	 	10	%	
                    6/5/2009

                  	
                    6/5/2011

                  
	
                    CMC
      XXVI

                  	
                    Promissory
      Note

                  	 	$	40,000.00	 	 	 	10	%	
                    6/30/2009

                  	
                    6/30/2011

                  
	
                    CMC
      XXVII

                  	
                    Promissory
      Note

                  	 	$	15,000.00	 	 	 	10	%	
                    7/16/2009

                  	
                    7/16/2011

                  
	
                    CMC
      XXVIII

                  	
                    Promissory
      Note

                  	 	$	333,290.96	 	 	 	10	%	
                    7/30/2009

                  	
                    7/30/2011

                  
	
                    CMC
      XXIX

                  	
                    Promissory
      Note

                  	 	$	75,000.00	 	 	 	10	%	
                    3/3/2010

                  	
                    3/3/2012

                  
	
                    TOTAL

                  	 
      	 	$	7,284,508.49	 	 	 	 	 	 
      	 
      


          

        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Exhibit B – “Revised
Note”

    


    Promissory
Note

    Carr Miller Capital
LLC

    Indigo-Energy,
Inc.

     

    
      
        	
                $8,376,169

              	
                Dated:
      3-25-2010

              
	
                Principal
      Amount

              	
                State
      of Nevada    

              


      

    

     

    Funding Date- On or before
March 25, 2010

    Due Date-  March 25,
2014

     

    FOR VALUE
RECEIVED, Eight Million
Three Hundred and Seventy-Six Thousand One Hundred Sixty-Nine Dollars
($8,376,169), the undersigned, Indigo-Energy, Inc., a Nevada Corporation,
located at 701 N. Green Valley Parkway, Suite 200, Henderson, NV 89074
(Borrower) hereby promises to pay to the order of Carr-Miller Capital (Maker)
the sum of $8,376,169.  Said sum shall be paid in the manner
following:

    


    This
Promissory Note shall
bear simple Interest at ten percent (10%) per annum from the Funding Date to the
Due Date.

    


    Commencing
March 25, 2012, Borrower shall make 24 equal monthly payments of interest and
principal amounting to Four Hundred Sixty Seven Thousand Eight Hundred and Four
Dollars ($467,804).

    


    Borrower
may prepay this note at any time without penalty of Principal amount and
pro-rata interest.

    


    This Note
shall at the option of the Maker be immediately due and payable upon the
occurrence of any of the following:

    


    
      	
               
      

            	
              1.   
      

            	
              Breach
      of any condition of the Modification and Consolidation
      Agreement.

            


    

    
      	
               
      

            	
              2.   
      

            	
              Upon
      the insolvency, dissolution, or liquidation of the
    Borrower.

            


    

    


    In the
event this note shall be in default, and placed with an attorney for collection,
then the Borrower agrees to pay all reasonable attorney fees and costs of
collection. Payments not made within 10 days of due date shall be subject to a
late charge of 10% of said payment.  All payments hereunder shall be
made to the Maker.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    The
Borrowers agree to be fully bound hereunder until this note shall be fully paid
and waive demand, presentment and protest and all notices thereto and further
agrees to remain bound, notwithstanding any extension, renewal, modification,
waiver, or other indulgence by the Maker or upon the discharge or release of the
Borrowers, or upon the exchange, substitution, or release of any collateral
granted as security for this Note.  No modification or indulgence by
Maker shall be binding unless in writing, and any indulgence for one occasion
shall not be an indulgence for any other or future occasion.  This
Note shall take effect as a sealed instrument and shall be construed, governed,
and enforced in accordance with the laws of the State of Nevada.

    


    Signed
the date recorded below:

     

    
      
        
          
            
              
                
                  	  
      	 	 
      	 
	
                          Steven
      P. durdin, CEO

                        	 	
                          Date

                        	 
	
                          Indigo-Energy,
      Inc.

                        	 	 
      	 


                

              

            

          

        

      

    

     

    Accepted
by Maker:

     

    
      
        
          
            
              
                	 
      	 
      	 
      	 
      	 
      	 
	
                        Carr-Miller
      Capital

                      	 
      	
                        Date

                      	 
      	
                        TIN