Unassociated Document


    This Agreement is by and
between  Carr  Miller Capital, Inc. (“CMC”), Indigo-Energy,
Inc. (“Indigo”) and  Gersten Savage, as Escrow Agent
(“GS”)

     

    WHEREAS, CMC is the owner of an
aggregate of 348,127,288 shares of common  stock of Indigo-Energy,
Inc. (“Indigo”), options (the “CMC Options”) to purchase 5,250,000 shares of
common stock and warrants (the “CMC Warrants”) to purchase 37,950,000 shares of
common stock;

     

    WHEREAS, Indigo is indebted to CMC in
the total amount of $7,209,508.49 plus interest
represented by 17 promissory notes of various amounts and dates (the “CMC
Notes”).   A schedule of Indigo’s obligations to CMC are attached
as Exhibit A to this Agreement. It is also noted herein that CMC has forgiven an
additional one million dollars of Indigo debt in exchange for the shares, prior
to this agreement.

     

    WHEREAS, Elite Dom Establishment
(“Elite”) is procuring certain financing (the “Financing”) for Indigo and as
part of such arrangement has requested that the CMC shares be held by GS as
collateral until the loan arranged by Indigo is repaid by Indigo;
and

     

    WHEREAS, as part of the Financing,
Elite has requested as a condition that Indigo settle all obligations with
CMC.

     

    NOW, THEREFORE, in consideration of the
foregoing and of the mutual terms and covenants hereinafter expressed, the
parties agree as follows:

     

    1.   Upon
the execution of this Agreement, CMC will deliver 270,127,288 Shares of Indigo
common stock owned by it (the “CMC Shares”) thereby retaining 77,000,000
shares.  In addition to the 270,127,288 shares, all of the CMC
Options, all of the CMC Warrants and the CMC Notes will be provided to GS to
hold as Escrow Agent, along with stock powers executed in blank (the CMC Shares,
the CMC Options and the CMC Warrants shall be collectively referred to as the
“CMC Securities”).

     

    2.  CMC will receive
$2,500,000 no later than August 15, 2009 which shall be deducted from the total
amount owed pursuant to the CMC Notes.

     

    3.  No later than November
15, 2009, CMC will receive an additional $7,500,000 which will be deemed to
satisfy the CMC Notes in full.  Elite will provide this funding to
Indigo for this purpose.

     

    4.  Upon payment of the
$7,500,000 referred to in the section immediately above, the CMC Notes, the CMC
Shares (minus the 77,000,000 retained by CMC as part of this agreement), the CMC
Warrants and the CMC Options shall be cancelled.   Until such
payment is made, CMC will retain all of its ownership rights with respect to the
CMC shares, warrants and options, except that it may not transfer any of such
shares while they are held in escrow.

     

    5.  In the event that CMC
does not receive the balance of $7,500,000 on or before November 1 15, 2009, Indigo
will cancel $2,500,000 of the oldest of the CMC Notes and the remainder of the
Notes shall remain in full force and effect.  In such event, the
Escrow Agent will return the CMC shares, the CMC Warrants and the CMC Options
that it is holding in escrow to CMC.  In the event that CMC does not
receive the $2,500,000 by August 16, 2009, this Agreement shall be of no further
force and effect except as set forth in this Section 5.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    6.  As a condition to this
Agreement, CMC agrees to cure its default under the third tranche of the Global
Financing Agreement, as represented in Carr Miller’s promissory note (XXVIII) in
the amount of $333,290.96 by making such payment by July 31, 2009.

     

    7.  CMC shall be entitled to
10% of Indigo’s net working interest in the four wells already drilled in
the Dubois field which is presently 75%.

     

    8. 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 Indigo’s assets or otherwise.

     

    9. CMC acknowledges that they have been
represented by counsel in connection with this Agreement, and have executed the
same with knowledge of its consequences.  This Letter Agreement is
made and entered into under New York law and shall be interpreted, enforced and
governed under the laws of the State of New York without regard to its conflicts
of laws principles.

    


    10. This Agreement sets forth the
entire agreement between the Parties and fully supersedes any and all prior
agreements or understandings between the parties.

    


    11. 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.

    


    If the foregoing terms and conditions
of this binding Agreement are acceptable to the parties, please so indicate by
signing in the indicated place.

     

    
      
        
          	
                  Carr
      Miller Capital Inc.

                	 
      	
                  Indigo-Energy,
      Inc.

                
	 
      	 
      	 
      
	
                  By:

                	
                  /s/ Everett
      Miller

                	 
      	
                  By:

                	
                  /s/ Steven
      Durdin

                
	
                  Everett
      Miller

                	 
      	
                   Steven
      Durdin, President

                


        

      

    

     

    Solely
for purposes of Section 5 of this Agreement

     

    Gersten Savage LLP

    


    
      
        
          
            	
                    By:

                  	
                     

                  
	
                    Arthur
      Marcus,
Partner

                  


          

        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Exhibit
A

     

    CMC
IDGG Obligations Ledger 07/28/2009

     

    
      
        
          
            
              
                
                  
                    
                      	
                              Funding

                            	 	
                              Due

                            	 	 
      	 	
                              #24528

                            	 
	
                              Date

                            	 	
                              Date

                            	 	
                              Name

                            	 	
                              Amount

                            	 
	 	 
	
                              11/30/2008

                            	 	
                              11/30/2013

                            	 	
                              Carr
      Miller Capital - GFA RSPN (D)

                            	 	$	2,861,217.53	 
	 
      	 	 	 	 
	
                              12/16/2008

                            	 	
                              12/16/2010

                            	 	
                              Carr
      Miller Capital, LLC XVI (D)

                            	 	$	1,080,000.00	 
	 
      	 	 	 	 
	
                              12/23/2008

                            	 	
                              12/31/2013

                            	 	
                              Carr
      Miller Capital, LLC XV (D)

                            	 	$	200,000.00	 
	 
      	 	 	 	 
	
                              12/30/2008

                            	 	
                              12/30/2013

                            	 	
                              Carr
      Miller Capital, LLC XIII (D)

                            	 	$	500,000.00	 
	 
      	 	 	 	 
	
                              12/30/2008

                            	 	
                              12/30/2013

                            	 	
                              Carr
      Miller Capital, LLC XIV (D)

                            	 	$	400,000.00	 
	 
      	 	 	 	 
	
                              1/10/2009

                            	 	
                              1/29/2014

                            	 	
                              Carr
      Miller Capital, LLC XVII (D)

                            	 	$	330,000.00	 
	 
      	 	 	 	 
	
                              2/6/2009

                            	 	
                              2/6/2014

                            	 	
                              Carr
      Miller Capital, LLC XVIII (D)

                            	 	$	250,000.00	 
	 
      	 	 	 	 
	
                              2/20/2009

                            	 	
                              2/20/2009

                            	 	
                              Carr
      Miller Capital, LLC XX (D)

                            	 	$	500,000.00	 
	 
      	 	 	 	 
	
                              2/25/2009

                            	 	
                              2/25/2014

                            	 	
                              Carr
      Miller Capital, LLC XIX (D)

                            	 	$	50,000.00	 
	 
      	 	 	 	 
	
                              3/10/2009

                            	 	
                              3/10/2011

                            	 	
                              Carr
      Miller Capital, LLC XXI (D)

                            	 	$	225,000.00	 
	
                               
      

                            	 	 	 	 
	
                              3/19/2009

                            	 	
                              3/19/2011

                            	 	
                              Carr
      Miller Capital, LLC XXII (D)

                            	 	$	200,000.00	 
	 
      	 	 
      	 	 	 	 
	
                              4/30/2009

                            	 	
                              4/30/2011

                            	 	
                              Carr
      Miller Capital, LLC XXIII (D)

                            	 	$	100,000.00	 
	 
      	 	 
      	 	 	 	 
	
                              5/6/2009

                            	 	
                              5/6/2014

                            	 	
                              Carr
      Miller Capital, LLC XXIV (D)

                            	 	$	50,000.00	 
	 
      	 	 
      	 	 	 	 
	
                              6/5/2009

                            	 	
                              6/5/2011

                            	 	
                              Carr
      Miller Capital, LLC XXV (D)

                            	 	$	75,000.00	 
	 
      	 	 
      	 	 	 	 
	
                              6/30/2009

                            	 	
                              6/30/2011

                            	 	
                              Carr
      Miller Capital, LLC XXVI (D)

                            	 	$	40,000.00	 
	 
      	 	 
      	 	 	 	 
	
                              7/16/2009

                            	 	
                              7/16/2011

                            	 	
                              Carr
      Miller Capital, LLC XXVII (D)

                            	 	$	15,000.00	 
	 
      	 	 
      	 	 	 	 
	
                              7/28/2009

                            	 	
                              7/28/2011

                            	 	
                              Carr
      Miller Capital, LLC XXVIII (D)

                            	 	$	333,290.96	 
	 
      	 	 	 	 
	 
      	 	
                              Total

                            	 	$	7,209,508.49	 


                    

                  

                

              

            

          

        

      

    

     

    Note:

    


    
      	
            	
              (D)

            	
              Everett Miller of Carr Miller
      Capital, LLC 

              became a board member on
      1/30/08 

              and hence a related
      party.