Exhibit 10.1

                               FINANCING AGREEMENT

FINANCING AGREEMENT dated the 24th day of May, 2012

BETWEEN:

________________________________________________ (hereinafter, the "SUBSCRIBER")

AND:

Independence Energy Corp., a Nevada company engaged in the oil and gas business,
of 3020 Old Ranch Parkway,  Suite 300, Seal Beach, CA, 90740  (hereinafter,  the
"COMPANY")

NOW THEREFORE THIS FINANCING AGREEMENT  ("AGREEMENT") WITNESSES that the parties
hereto agree as follows:

                           ARTICLE 1 - INTERPRETATION

SECTION 1.1.  DEFINITIONS.  When used in this Agreement  (including the recitals
and schedules  hereto) or in any amendment  hereto,  the following  terms shall,
unless otherwise expressly provided, have the meanings assigned to them herein:

"BANKING DAY" shall mean any day other than a Saturday,  Sunday,  public holiday
under the laws of the State of Nevada or other day on which banking institutions
are authorized or obligated to close in Nevada.

"CHARTER DOCUMENTS" means contacting  documents and by-laws,  and all amendments
thereto;

"CONSENT"  means  any  permit,   license,   approval,   consent,  order,  right,
certificate,  judgment,  writ,  injunction,  award,  determination,   direction,
decree, authorization,  franchise, privilege, grant, waiver, exemption and other
concession or by-law, rule or regulation;

"SHARE  PRICE"  means a price equal 90% of the average of the closing  prices of
the Company's common stock for the Banking Days  immediately  preceding the date
of the Notice,  as quoted on Yahoo  Finance or other  source of stock  quotes as
agreed to by the parties; and

"DOLLAR" or "$" means the currency of the United States of America.

                         ARTICLE 2 - THE SHARE ISSUANCE

SECTION 2.1. SHARE ISSUANCE.
The  Subscriber  shall make  available to the Company in  accordance  with,  and
subject to the terms and conditions of, this Agreement,  until May 24, 2013 (the
"COMPLETION DATE"), up to $ 1,000,000 by way of Advances in accordance with this
Sections 2.2, 2.3 and 2.4 of this Agreement. The Completion Date may be extended
for an  additional  term of up to twelve  months at the option of the Company or
the  Subscriber  upon  written  notice  on or  before  the  Completion  Date  in
accordance with the notice provisions in Section of this Agreement.

SECTION 2.2. THE  ADVANCES.
On the terms and conditions set forth herein the Subscriber,  from time to time,
on any Banking Day, prior to the Completion Date, agrees to make advances to the
Company ("ADVANCES").

SECTION 2.3.  PROCEDURE TO REQUEST ADVANCES.
Each Advance shall be made on or before five Banking Days following  notice from
the Company.  Each such notice shall be given by a notice to the  Subscriber  in
the form  substantially the same as the form attached hereto in Schedule A (each
a "NOTICE").
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SECTION 2.4.  SUBSCRIPTION  AGREEMENT.
Upon making each Advance, the Subscriber shall provide an executed  Subscription
Agreement, in a form acceptable to both to this Agreement, to the Company.

SECTION 2.5.  USE OF PROCEEDS.
The Company  shall use all Advances to fund  operating  expenses,  acquisitions,
working capital and general corporate activities.

                   ARTICLE 3 - REPRESENTATIONS AND WARRANTIES

SECTION 3.1. REPRESENTATIONS AND WARRANTIES.
The Company represents and warrants to the Subscriber:

(a)  Organization and Corporate  Power.  The Company has been duly  incorporated
     and organized and is validly subsisting and in good standing under the laws
     of its jurisdiction  and has full corporate  right,  power and authority to
     enter into and perform its  obligations  under the Agreement to which it is
     or shall be a party and has full  corporate  right,  power and authority to
     own and operate its properties and to carry on its business;

(b)  Conflict with Other Instruments.  The execution and delivery by the Company
     of the  Agreement  and the  performance  by the Company of its  obligations
     thereunder, do not and will not: (i) conflict with or result in a breach of
     any of the terms, conditions or provisions of: (A) the charter documents of
     the Company;  (B) any law  applicable to or binding on the Company;  or (C)
     any  contractual  restriction  binding on or  affecting  the Company or its
     properties the breach of which would have a material  adverse effect on the
     Company; or (ii) result in, or require or permit: (A) the imposition of any
     lien on or with respect to the properties  now owned or hereafter  acquired
     by the Company;  or (B) The acceleration of the maturity of any debt of the
     Company,  under any  contractual  provision  binding  on or  affecting  the
     Company;

(c)  Consents,  Official  Body  Approvals.  The  execution  and  delivery of the
     Agreement and the performance by the Company of its obligations  thereunder
     have  been  duly  authorized  by all  necessary  action  on the part of the
     Company,  and no  Consent  under any  applicable  law and no  registration,
     qualification,  designation,  declaration  or filing with any official body
     having  jurisdiction  over the Company is or was necessary  therefore.  The
     Company  possesses  all  Consents,  in full  force  and  effect,  under any
     applicable Law which are necessary in connection  with the operation of its
     business,  the non-possession of which could reasonably be expected to have
     a material adverse effect on the Company;

(d)  Execution of Binding  Obligation.  The Agreement has been duly executed and
     delivered  by the  Company  and,  when duly  executed  by the  Company  and
     delivered for value, the Agreement will constitute legal, valid and binding
     obligations of the Company,  enforceable against the Company, in accordance
     with its terms;

(e)  No Litigation.  There are no actions,  suits or proceedings  pending or, to
     the  knowledge of the Company,  after due  inquiry,  threatened  against or
     affecting  the Company  (nor,  to the  knowledge of the Company,  after due
     inquiry,  any basis therefor) before any official body having  jurisdiction
     over the Company which purport to or do challenge the validity or propriety
     of the transactions  contemplated by the Share Issuance the Company,  which
     if adversely  determined  could  reasonably  be expected to have a material
     adverse effect on the Company;

(f)  Absence of Changes. Since the date of the most recently delivered financial
     statements  of the  Company,  the  Company  has  carried  on its  business,
     operations  and affairs only in the ordinary and normal  course  consistent
     with past practice.

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<PAGE>
                      ARTICLE 4 - COVENANTS OF THE COMPANY

SECTION 4.1. AFFIRMATIVE COVENANTS.
Until the Completion Date, the Company shall:

(a)  COMPLIANCE WITH LAWS, ETC. Comply with all applicable laws,  non-compliance
     with which could have a material adverse effect on the Company;

(b)  PAYMENT OF TAXES AND CLAIMS. Pay and discharge before the same shall become
     delinquent:  (i) all  taxes and  assessments;  and (ii) all  lawful  claims
     which,  if unpaid,  might become a lien upon or in respect of the Company's
     assets or properties;

(c)  MAINTAIN TITLE. Maintain and, as soon as reasonably practicable, defend and
     take, all action necessary or advisable at any time, and from time to time,
     to maintain, defend, exercise or renew its right, title and interest in and
     to all of its property and assets;

(d)  PAY  OBLIGATIONS TO SUBSCRIBER AND PERFORM OTHER  COVENANTS.  Make full and
     timely payment of its obligations  hereunder and duly comply with the terms
     and covenants contained in this Agreement,  all at the times and places and
     in the manner set forth therein;

(e)  FURTHER  ASSURANCES.   At  its  cost  and  expense,  upon  request  by  the
     Subscriber,  duly  execute and  deliver,  or cause to be duly  executed and
     delivered, to the Subscriber,  such further instruments and do and cause to
     be done such other  acts as may be  necessary  or proper in the  reasonable
     opinion of the Subscriber to carry out more  effectually the provisions and
     purposes of this Agreement.

                           ARTICLE 5 - SHARE ISSUANCE

SECTION 5.1 SHARE ISSUANCE.
The Company shall issue,  within ten (10) Banking Days following the date of the
receipt by the Company of any Advance under this Agreement, common shares of the
Company  (each a "SHARE") at the Share Price.  Upon receipt of any Advance under
this  Agreement,  the Company  shall  promptly  cause its registrar and transfer
agent to issue the certificates representing the Shares.

SECTION 5.2 FRACTIONAL  SHARES.
Notwithstanding  any other  provisions of this  Agreement,  no  certificate  for
fractional  shares of the Shares shall be issued to the  Subscriber.  In lieu of
any such  fractional  shares,  if the Subscriber  would otherwise be entitled to
receive a fraction  of a share of the Shares  following  a Share  Issuance,  the
Subscriber  shall be  entitled to receive  from the Company a stock  certificate
representing the nearest whole number of shares of the Company.

                            ARTICLE 6 - MISCELLANEOUS

SECTION 6.1. NOTICES, ETC.
Except as otherwise expressly provided herein, all notices,  requests,  demands,
directions  and  communications  by one party to the other shall be sent by hand
delivery or registered  mail or fax, and shall be effective  when hand delivered
or when delivered by the relevant postal service or when faxed and confirmed, as
the case may be. All such notices  shall be  addressed  to the  President of the
notified party at its address given on the signature page of this Agreement,  or
in accordance with any unrevoked  written direction from such party to the other
party.

SECTION 6.2. NO WAIVER; REMEDIES.
No failure on the part of the  Subscriber  or the  Company to  exercise,  and no
delay in exercising,  any right under this  Agreement  shall operate as a waiver
thereof.  The remedies  herein  provided are cumulative and not exclusive of any
remedies provided by Law.

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<PAGE>
SECTION 6.3. JURISDICTION.
(1)  Each  of the  parties  hereby  irrevocably  attorns  to  the  non-exclusive
jurisdiction  of the Courts of the State of Nevada in any  action or  proceeding
arising out of or relating to this  Agreement.  The Company  agrees that a final
judgment  in any  such  action  or  proceeding  shall be  conclusive  and may be
enforced in other  jurisdictions  by suit on the judgment or in any other manner
provided by Law;  and (2) nothing in this  Section 6.3 shall affect the right of
the  Subscriber to serve legal  process in any other manner  permitted by Law or
affect the right of the Subscriber to bring any action or proceeding against the
Company or its property in the courts of other jurisdictions.

SECTION 6.4. SUCCESSORS AND ASSIGNS.
The  Company  shall not have the right to assign  its  rights  hereunder  or any
interest  herein  without the prior  written  consent of the  Subscriber,  which
consent may be arbitrarily withheld.

SECTION 6.5.  SEVERABILITY.
If  one  or  more  provisions  of  this  Agreement  be  or  become  invalid,  or
unenforceable  in  whole or in part in any  jurisdiction,  the  validity  of the
remaining provisions of this Agreement shall not be affected. The parties hereto
undertake  to replace  any such  invalid  provision  without  delay with a valid
provision  which as nearly as possible  duplicates  the  economic  intent of the
invalid provision.

SECTION 6.6. COUNTERPARTS.
This  Agreement  may be executed in  counterparts  and by  different  parties in
separate  counterparts,  each of  which  when so  executed  shall be  deemed  an
original and all of which,  taken  together,  shall  constitute one and the same
instrument.

SECTION 6.7. SYNDICATION/PARTICIPATION.
The  Subscriber  may not  sell,  transfer,  assign,  participate,  syndicate  or
negotiate to one or more third parties,  in whole or in part, the Commitment and
its rights  under  this  Agreement,  without  the prior  written  consent of the
Company, which consent may not be arbitrarily withheld.

IN WITNESS  WHEREOF the parties hereto have caused this Agreement to be executed
by their respective  officers  thereunto duly  authorized,  as of the date first
above written.

THE SUBSCRIBER                                    THE COMPANY

-----------------------------                     Independence Energy Corp.


By:                                               By: /s/ Gregory Rotelli
   -----------------------------                     ---------------------------
   Authorized Signing Officer                        Authorized Signing Officer


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<PAGE>
                                   SCHEDULE A

NOTICE

To: ________________________________________________ (the "Subscriber")

The undersigned,  Independence  Energy Corp. (the "Company")  hereby requests an
advance of  $________________,  in accordance  with the terms and conditions set
forth in the Financing  Agreement May 24, 2012,  between the  Subscriber and the
Company and as of the Date of Notice written below.

DATE OF NOTICE:                                    -----------------------------

Remaining amount to be advanced under
the Share Issuance:                                -----------------------------

Independence Energy Corp.

Per:
    ----------------------------------------
    Authorized Signatory

The Subscriber  hereby  acknowledges  receipt of this Notice and agrees with the
amounts set out above as of this Notice.

Per:
    ----------------------------------------
    Authorized Signatory

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