Unassociated Document


    


    PROMISSORY
      NOTE- CMC XI

    Indigo-Energy,
      Inc.

    


    
      
        	$150,000 (One Hundred Fifty Thousand
                Dollars)	
                Dated:
                  11/04/08

              
	Principal Amount 	
                State
                  of
                  Nevada

              


      

    

     

    Funding
      Date-
      On or
      before November 4, 2008

    Due
      Date
      May 4,
      2009

    


    FOR
      VALUE
      RECEIVED, One Hundred Fifty Thousand Dollars ($150,000), the undersigned,
      Indigo-Energy, Inc., a Nevada Corporation, located at 701 N. Green Valley
      Parkway, Suite 200, Henderson, NV 89074 (Borrowers)
      hereby
      promises to pay to the order of Carr-Miller Capital
      (Maker)
      the sum
      of $150,000 (One Hundred Fifty Thousand Dollars). Said sum shall be paid in
      the
      manner following: 

    


    This
      Promissory
      Note
      shall bear Interest
      at twenty percent (20%) per annum from the Funding Date to the Due Date.


    


    At
      the Due Date Borrower will repay the Note in the following manner: 

    


    Borrower
      will repay the Principal Amount along with accrued Interest within 10 days
      of
      the Due Date via check to the Makers address. Borrower
      may pre-pay this note at any time without penalty by payment of Principal Amount
      and pro-rata interest.

    


    Additionally,
      the Maker shall receive ten (10) shares of Borrower’s common stock for each
      dollar amount of the Principal Amount within thirty (30) days of the receipt
      of
      funds, such stock to be restricted by Rule 144.

    


    Conversion
      Option - At
      the
      Due Date of this Note, or at any earlier date that Borrower pre-pays this note,
      Maker may elect to convert the principal and interest due to additional shares
      of the Borrower’s stock. If elected, the formula for conversion will be the
      average closing price (Price)
      of
      Borrower’s stock for the ten (10) trading days immediately preceding the Due
      Date. The conversion shares issued will be at a twenty percent (20%) discount
      to
      that Price.

    


    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 any of the security
                interest.

            


    

    
      	2-  	
              Upon
                the insolvency, dissolution, or liquidation of the
                Borrowers.

            


    

    


    
      
        
        

      

      
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    Wire
      Instructions for receipt of funds by Borrower are:

     

    Bank
      of
      America

    Branch
      NV
      ___________

    2638
      W.
      Horizon Ridge Parkway

    Henderson,
      NV 89052

    
      Indigo-
      Energy, Inc.

    Account
      #
      ___________

    Wire
      Routing ABA # ___________

     

    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:

    


    
      	 	 	 	 
	
              Stanley
                L. Teeple, CFO

              Indigo-Energy,
                Inc.

            	 	
              Date

               

            	 


    

     

    Accepted
      by Maker:

    


    
      	 	 	 	 	 	 
	Carr-Miller Capital 	 	Date	 	TIN	 


    

     

    
      
        
        

      

      
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