CONSULTING AGREEMENT-
TSF

    


    This
Consulting Agreement is by and between Indigo-Energy, Inc., (IEI), a Nevada Corporation
located at 701 N. Green Valley Pkwy, Suite 200, Henderson, NV 89074, and Dr.
Larry Stowe, (The Stowe Foundation) of 6340 Lake Worth Blvd. #403, Fort Worth,
TX 76135 (phone 817-236-2010- fax 817-236-2008 info@thestowefoundation.org),
(TSF), an organization,
collectively referred to as “The Parties”.

    


    WHEREAS,
IEI is a developer of energy related properties, and

    


    WHEREAS,
TSF has experience in gas and oil well drilling operations in the United States,
a network of drilling related contacts and relationships, is a consultant in oil
and gas financial and operational matters to a client list of potential
investors;

    


    NOW, THEREFORE, in consideration of the
mutual covenants provided herein, the Parties agree as follows:

     

    Services.

    
      TSF will
perform ongoing duties under the direction of IEI’s President and Board of
Directors under the following parameters:

    

    
      	
               
      

            	
              1.

            	
              Assisting
      in raising short term funding dollars to help meet immediate expenses
      regarding IEI’s well and drilling activities (Wells) in the DuBois field
      in Indiana, and

            


    

    
      	
               
      

            	
              2.

            	
              Developing
      a 45 day completion strategy to ensure IEI’s completion of the Wells and
      have them into full production, and

            


    

    
      	
               
      

            	
              3.

            	
              Represent
      IEI interests and in discussions and negotiations with field personnel,
      prospective funding sources or related
parties.

            


    

    
      	
               
      

            	
              4.

            	
              Provide
      direct assistance in execution of the strategy described above in
      #2.

            


    

    


    Compensation.

    IEI shall
compensate TSF for these services as follows:

    
      	
            	
              1- 

            	
              Reimbursement
      for all approved business-related expenses commencing May 15,
      2009.

            


    

    
      	
            	
              2-

            	
              TSF
      shall receive ten thousand dollars ($10,000) payable five thousand dollars
      by 15 May 2009 and another five thousand payable on or before May 22nd,
      2009 for the completion of items #1 and #2 and #3 under the Services
      section above.

            


    

    
      	
            	
              3-

            	
              Payment
      of an additional twenty-five thousand dollars ($25,000) for completion of
      item #4 under the Services section above, said compensation subject to
      receipt of funding from any source for the completion of the
      Wells.

            


    

    


    Independent Contractor and
No Agency Relationship.  TSF shall be compensated as an
independent contractor with no employee relationship or agency and principal
relationship and shall thereby be responsible for all its own taxes, insurance,
licenses and fees and expenses related to its business and this
Agreement.

    


    
      
        
        

      

      
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    Governing
Law.  This Agreement is being executed under and will be
governed by the laws of the State of Nevada.

    


    Term.  The
term of this Agreement is 45 days commencing 15 May 2009.

    


    IN
WITNESS THEREOF, the Parties have executed this Agreement effective as of the
date signed below.

    


    For
Indigo-Energy, Inc.

    


    
      
        	
                 

              	 
      	 
      	 
      	

                May 15, 2009

              
	
                Steve
      Durdin, President

              	 
      	 
      	 
      	
                Date

              


      

       

      
        Dr.
Lawrence Stowe

      

       

      
        	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
                Dr.
      Lawrence Stowe

              	 
      	
                Date

              	 
      	
                SSAN
      or TIN

              


      

    

    


    
      
        
        

      

      
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