Unassociated Document


    EXTENSION
      AGREEMENT OUTLINE

    


    


    Dear
      Mr.
      Miller,

    


    On
      various dates Indigo-Energy, Inc. (IDGG) entered into a series of Promissory
      Notes (Notes) with you and Carr Miller Capital for various amounts.


    


    We
      are
      presently in default on a number of those Notes and one of the Notes (Note
      V)
      has a Late Payment Penalty provision incurring monthly charges paid in stock.
      Words cannot adequately express our appreciation for your patience awaiting
      receipt of payment and continued confidence in our Company.

    


    Although
      we continue to develop opportunities on many fronts, we are facing another
      quarter end reporting period and, although our hopes remain high to get you
      paid, we cannot with any certainty project a date for such payment.

    


    Our
      SEC
      reporting requirements as a fully reporting public company includes significant
      additional time and expense accounting for certain provisions of your Note.
      One
      such provision is for a conversion option that we granted with the Note that
      allowed you to convert the Principal and Interest at a 20% discount to market
      into Company stock.

    


    In
      an
      effort to bring order to our obligations and our account current with you,
      we
      are requesting an extension of all of the due dates until 12-31-2008 to give
      the
      Company breathing space to try to structure a payout plan for all the creditors
      and Note holders. This requires your acknowledgement not
      later than September 30, 2008
      per the
      attached Extension Agreement.

    


    


    Under
      the
      terms of this Extension Agreement we will continue to accrue interest on your
      Notes at the stated rate of each Note until paid, and intend to pay this full
      amount including all late charges (except the Late Payment Provision in Note
      V)
      and interest at the first possible opportunity but cannot guaranty when, if
      ever
      this Note will be repaid.

    


    As
      a
      combined “thank you” for your past patience, for granting IDGG an extension on
      your Notes until December 31, 2008, and for cancelling your Conversion Option
      contained in your Notes, and for waiving the Late Payment Provision contained
      in
      Note V, we are granting you 6,104,445 shares (EXTENSION SHARES) in consideration
      of your Notes extension. This calculation is predicated upon paying you a bonus
      of one share for each dollar invested for each 90 day period beyond your due
      date through September 30, 2008. We then took that number and DOUBLED it for
      granting an extension through December 31, 2008. 

    


    This
      will
      accomplish three things-

    	1-  	
            The
              EXTENSION SHARES are yours to keep- even if we pay you prior to December
              31, 2008; it is your payment for granting the
              extension.

          


    	2-  	
            IDGG
              will save a tremendous amount of resources and expense in auditing,
              review, and accounting fees.

          


    	3-  	
            IDGG
              gets to “cure” its default on its Notes to you, thereby improving its
              filing declarations and Company’s status in the eyes of investors and
              shareholders.

          


    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    So,
      to be
      clear, by signing and returning the Extension Agreement below, you:

    	o  	
            Accept
              the issuance of TOTAL SHARES in your name to be issued with the usual
              144
              restriction and mailed directly to you from the stock transfer agent
              at
              the address on the appropriate Agreement.
              and:

          


    	§  	
            You
              waive the Conversion Option provision contained in your signed original
              Notes.

          


    	§  	
            You
              hereby agree to extend the Payment Date of the Notes until December
              31,
              2008.

          


    	§  	
            You
              waive the Late Payment Provisions of Note
              V.

          


    	§  	
            You
              agree to the accrual of all interest payments until
              12-31-2008.

          


    


    MUST
      BE RECEIVED BY SEPTEMBER 30, 2008 OR OFFER IS
      WITHDRAWN

    


    PLEASE
      FAX THIS SIGNED AGREEMENT TO: 
702-463-8528

    OR  MAIL
      TO:

    Indigo-Energy,
      Inc.

    701
      N. Green Valley Pkwy

    Suite
      200

    Henderson,
      NV 89074

    


    Upon
      receipt, we will countersign this Settlement or Extension Agreement and return
      a
      copy to you via mail

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    PROMISSORY
      NOTE EXTENSION- Carr Miller Capital


    


    Initial
      Notes:

    
      
        	
                Note
                  #

              	
                Date

              	
                Due
                  Date

              	
                Principal

              	
                Extension
                  Bonus (shares)

              
	
                I

              	
                11-19-2007

              	
                5-20-2008

              	
                $300,000

              	
                1,020,000

              
	
                II

              	
                1-21-2008

              	
                7-24-2008

              	
                $380,000

              	
                776,889

              
	
                III

              	
                3-6-2008

              	
                9-10-2008

              	
                $500,000

              	
                1,022,222

              
	
                IV

              	
                4-11-2008

              	
                10-11-2008

              	
                $120,000

              	
                458,667

              
	
                V

              	
                4-24-2008

              	
                8-25-2008

              	
                $500,000

              	
                1,022,222

              
	
                VI

              	
                6-11-2008

              	
                12-11-2008

              	
                $100,000

              	
                246,667

              
	
                VII

              	
                7-11-2008

              	
                1-11-2009

              	
                $400,000

              	
                720,000

              
	
                VIII

              	
                7-22-2008

              	
                1-22-2009

              	
                $500,000

              	
                777,778

              
	
                IX

              	
                9-3-2008

              	
                3-3-2009

              	
                $100,000

              	
                60,000

              
	
                X

              	
                10-1-2008

              	
                4-1-2009

              	
                $150,000

              	 


      

    

    


    Extension
      Terms

    The
      Maker
      hereby agrees to extend the Due Date of the Initial Notes (described above)
      to
      December 31, 2008 (Extension Due Date) for an additional consideration
      of:

    	1-  	
            Six
              Million One Hundred Four Thousand Four Hundred Forty Five (6,104,445)
              additional shares of 144 restricted common stock of the Borrowers,
              said
              stock to be issued within 30 days of signing of this Promissory Note
              Extension.

          


    	2-  	
            Interest
              to be extended to the revised Extension Due Date at
              20%.

          


    	3-  	
            The
              provisions of the Conversion Option feature of the Initial Note is
              terminated.

          


    	4-  	
            The
              Late Payment Penalty Provision of Note V is
              waived.

          


    	5-  	
            The
              interest due will be accrued until
              12-31-2008.

          


    	6-  	
            Except
              as set forth under these Extension Terms, all other terms of the Initial
              Note shall remain unchanged and continue in full force and effect.
              

          


    	7-  	
            The
              Investor has been given access to Indigo’s 10K for the year ended December
              31, 2007 and the 10Q for the quarter ended June 30, 2008 and has had
              the
              opportunity to ask any questions that it desires of Indigo’s President and
              Chief Financial Officer with regard to Indigo’s financial condition. The
              Investor specifically acknowledges that no representations have been
              made
              to him regarding any potential funding for Indigo including, but not
              limited to, the proposed funding agreements with IFC, and BJ Petro
              that
              have been disclosed in Indigo’s public
              filings.

          


    


    Accepted
      by INVESTOR as individuals:    

    


    
      	 	 	 	 
	Everett Miller, Principal,
              Carr
              Miller Capital LLC	 	Date	 


    

     

    
      	 
	Address- where to send the stock certificate
              (PLEASE print)


    

       

    
      	 
	
              City,
                State, ZIP

              Received
                and Acknowledged Indigo-Energy,
                Inc.:

            


    

     

    
      	 	 	 	 
	Signed, Title	 	Date