Unassociated Document


    JOINT
      VENTURE/AMI AGREEMENT

    


    THIS
      JOINT VENTURE AGREEMENT
      (the
      "Agreement") is made and entered into this _______ day of July, 2006 (the
      "Effective Date") by and between Epicenter
      Oil & Gas, LLC,
      an
      Illinois limited liability company with offices at _____________________________
      (hereinafter referred to as "Epicenter"),

    A

     
       N

         
      D

    Indigo-Energy,
      Inc.,
      a
      Nevada corporation, with offices at __________________________________
      (hereinafter referred to as "Indigo").

    Epicenter
      and Indigo will sometimes hereafter be referred to individually as a Party
      and
      collectively as the Parties.

    WITNESSETH:

    WHEREAS,
      the Parties are desirous of forming a joint venture (the "Joint Venture") for
      the purpose of exploring and developing oil and/or natural gas from oil and
      gas
      horizons below the base of the New Albany Shale in
      __________________________________ Counties, Illinois; and

    WHEREAS,
      the Parties have identified approximately ________ gross oil and gas leasehold
      acres, described on Exhibit "A--1"
      hereto
      and depicted on the map attached as Exhibit "B-1" hereto, as containing oil
      and
      gas horizons below the base of the New Albany Shale geologic formations that
      are
      to be dedicated to the Joint Venture, which, together with other oil and gas
      leasehold acreage that may be hereafter jointly or severally acquired by the
      Parties hereto during the term of the Joint Venture within
      _______________________________________ Counties, Illinois, shall collectively
      comprise the "Contract Area", as that term may be used from time to time in
      this
      Agreement and in a Joint Operating Agreement between the Parties hereafter,
      a
      copy of which is attached as Exhibit "C" hereto (the "Operating Agreement").
      Further the Parties agree to establish an Area of Mutual Interest ("AMI")
      encompassing _____________________________________________________ Counties,
      Illinois and depicted on the map attached as Exhibit "B-2".


    
      
        
        

      

      
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    NOW
      THEREFORE, for and in consideration of the premises and the mutual benefits
      and
      obligations described and contemplated herein, the Parties agree as
      follows:

    ARTICLE
      I

    Consideration

    1.1
      Payment.
      At the
      time of the execution of this Agreement between the Parties, Indigo will pay
      Epicenter $_________________, such payment is consideration for expenses
      incurred by Epicenter, its 3rd
      party
      vendors and others in researching, bidding for and purchasing leases in the
      Contract area. In addition Indigo shall be responsible for 100% of all costs
      incurred in the leasehold acquisition phase of the Joint Venture, whether
      currently incurred or within the three (3) year term of this
      Agreement.

    1.2
      Application
      of Payments.
      The
      fees paid by Indigo to Epicenter pursuant to Paragraph 1.1 herein, shall
      collectively constitute the consideration to be paid by Indigo to Epicenter
      in
      exchange for Indigo's acquisition of a one-half (1/2) interest in the Joint
      Venture created pursuant to this Joint Venture Agreement and a corresponding
      one-half (1/2) interest in the assets of the Joint Venture. The assets of the
      Joint Venture are defined as one hundred (100%) percent of the oil and gas
      leasehold acres as described on Exhibit "A-1" hereto as well as leasehold acres
      acquired pursuant to this Joint Venture
      Agreement.

    


    ARTICLE
      II

    Area
      of Mutual Interest

    2.1
      Creation
      of the AMI.
      Pursuant to this Joint Venture Agreement the Parties hereby create an Area
      of
      Mutual Interest, which shall include all oil and gas interests below the base
      of
      the New Albany Shale geologic formations within ______________________ Counties,
      Illinois. The oil and gas leasehold acres described on Exhibit "A" hereto and
      depicted on the map attached as Exhibit "B-1", together with other oil and
      gas
      leasehold acreage that may be hereafter jointly or severally acquired by the
      Parties hereto during the term of the Joint Venture within
      ______________________ Counties, Illinois, shall collectively comprise the
      "Contract Area", as that term may be used from time to time in this Agreement
      and in the Operating Agreement. In all respects, during the term of the Joint
      Venture, the Parties hereto shall own an equal fifty (50%) percent interest
      in
      the Area of Mutual Interest and each shall be entitled to participate in any
      oil
      and gas leasehold, mineral, royalty, overriding royalty and related interests
      heretofore or hereafter acquired by the Parties during the term of the Joint
      Venture within
      the AMI on an equal fifty (50%) percent basis.


    
      
        
        

      

      
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    2.2
      After
      Acquired Interests.
      During
      the term of this Joint Venture Agreement, should either Party hereto (the
      "Acquiring Party") acquire any oil and gas leases or any interests therein,
      any
      unleased mineral interest or any farmouts or other contracts with respect
      thereto which affect lands and minerals lying within the AMI (the "Interests"),
      the Acquiring Party shall promptly advise the other Party (the "Offeree") of
      such acquisition. Each Offeree shall have the right to acquire its proportionate
      interest in such Interest in accordance with the other provisions of this AMI.
      Promptly upon acquiring such Interest, the Acquiring Party shall, in writing,
      advise the Offeree of such acquisition. The notice shall include a copy of
      all
      instruments of acquisition including, by way of example but not of limitation,
      copies of the leases, plats or maps of the leased lands, and any assignments,
      subleases, farmouts or other contracts affecting the Interests. The Acquiring
      Party shall also include an itemized statement of the actual costs and expenses
      incurred by the Acquiring Party in acquiring such Interest, excluding the costs
      and expenses of its own personnel (the "Acquisition Costs"), provided however,
      should the Acquiring Party utilize its personnel to perform field lease
      broker/contract land services beyond the normal administrative services
      performed by staff land personnel, their costs and expenses directly
      attributable to the acquisition of a Interest may be included in the Acquisition
      Costs, provided that such costs and expenses are commensurate with the normal,
      customary and prevailing rate for like services performed by contract land
      service providers. The Offeree shall have a period of thirty (30) days after
      receipt of such notice within which to furnish the Acquiring Party written
      notice of its election to acquire its proportionate interest in the offered
      Interest. If, however, a well in search of oil or gas from the horizons below
      the base of the New Albany Shale geologic formations, is being drilled by a
      third-party within one mile of the acquired interest, either within the AMI,
      or
      at a location within one (1) mile of the AMI or the receipt of seismic data
      is
      imminent, of which the result could be expected to materially affect the value
      of the offered Interest, the Offeree shall have a period of forty-eight (48)
      hours after receipt of the notice within which to elect to acquire its
      proportionate Interest in the Interest so offered. It is provided, however,
      that
      the forty-eight (48) hour election period shall not apply unless the Acquiring
      Party shall give the written notice to the Offeree within forty-eight (48)
      hours
      after the date on which the Acquiring Party acquired the Interest so offered.
      In
      addition thereto, the Acquiring Party shall also:


    
      
        
        

      

      
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    (i)
      furnish the Offeree with the approximate location of the well then being drilled
      and the name of the Operator or drilling contractor drilling the well,
      and/or

    


    (ii)
      advise the Offeree of the specific seismic data which when received may confirm
      or condemn the offered Interest, and/or

    


    (iii)
      specifically advise the Offeree that the Offeree shall have a period of
      forty-eight (48) hours within which to elect an interest in the offered
      Interest.

    


    The
      above
      information shall be in addition to the information and copies of instruments
      provided for above in connection with usual notices of acquisition of an
      Interest. If the Acquiring Party shall not have received actual written notice
      of the election of the Offeree to acquire its proportionate interest within
      the
      thirty (30) day or forty-eight (48) hour period, as the case may be, such
      failure shall constitute an election by Offeree not to acquire its interest
      in
      the Interest. Upon the Offeree's election to acquire its proportionate interest
      in the Interest, the Acquiring Party shall invoice the Offeree for its
      proportionate part of the Acquisition Costs. The Offeree shall immediately
      reimburse the Acquiring Party for its share of the Acquisition Costs, as
      reflected by the invoice. Upon receipt of such reimbursement the Acquiring
      Party
      shall execute and deliver an appropriate assignment to the Offeree. If the
      Acquiring Party does not receive the amount due from the Offeree within thirty
      (30) days after the receipt by the Offeree of the invoice for its costs, the
      Offeree shall have no further right to acquire an interest in the offered
      Interest, and the Acquiring Party shall be free to develop the offered Interest
      without any right of participation by the Offeree and such Interest shall not
      become a part of the Contract Area.


    
      
        
        

      

      
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    2.3
      Assignments
      of Interests.
      Any
      assignment made by the Acquiring Party shall be made without warranty of title,
      either express or implied, even with regard to the return of the purchase price;
      however, with full substitution and subrogation of Offeree in and to all
      representations and warranties of every kind and character theretofore given
      or
      made to the Acquiring Party and Acquiring Party's predecessors in title by
      others with respect to the Interest assigned, and shall be free and clear of
      any
      reservations, burdens, liens or encumbrances whatsoever by, through or under
      the
      Acquiring Party. The assignment shall be made and accepted subject to, and
      Offeree shall expressly assume its portion of, all of the obligations of the
      Acquiring Party. The delivery and recordation of such assignment shall conform
      to the terms and provisions of any third-party agreements that may limit,
      restrict or prohibit such assignment.

    2.4
      Partial
      Interests Outside the AMI.
      If the
      Interest covers lands both within and without the AMI, the Acquiring Party
      will
      offer the entire Interest to the Offeree. If the entirety of the premises
      covered the Interest is accepted by Offeree, the lands lying outside the AMI
      shall become a part of the AMI provided for in this Agreement, as well as the
      Contract Area under the Operating Agreement, but the AMI shall not thereby
      be
      enlarged.

    2.5
      Rejection
      of Interests.
      Any
      interest not subscribed for will be retained by the Acquiring Party.
      Additionally, such Interest shall no longer be subject to this Agreement.
      Provided however, that if such Interest or a portion thereof is included in
      a
      well spacing and drilling unit created pursuant to any regulation and/or rule
      of
      the Oil and Gas Conservation Commission of the Department of Environmental
      Protection of the Commonwealth of Illinois under the Oil and Gas Conservation
      Law, then and in such event Exhibit "A" to the Operating Agreement shall be
      revised to reflect the proportionate ownership of the Parties on an acreage
      basis within such unit.

    2.6
      Term
      of the AMI.
      The AMI
      created hereunder shall remain in effect for a period of three (3) years from
      the date hereof unless sooner terminated or extended by mutual written consent
      of the Parties. Immediately following the expiration of the term of the Joint
      Venture, the Parties shall designate in writing the oil and gas leasehold,
      mineral, royalty, overriding royalty and related Interests that comprise the
      Contract Area, including any and all Interests that either Party, has acquired
      (as an Acquiring Party pursuant to Paragraph 2.2 herein). In the event that
      the
      term of the AMI is not extended, the oil and gas leasehold, mineral, royalty,
      overriding royalty and related Interests that comprise the Contract Area,
      together with any other Interests that either Party has acquired from the other
      Party pursuant to Paragraph 2.2 herein, shall constitute the Contract Area
      at
      the expiration of the AMI, and shall be held by the Parties pursuant to
      Paragraph 2.7 herein.


    
      
        
        

      

      
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    2.7
      Development
      of the Contract Area.

    The
      Operating Agreement shall govern the drilling of all wells within the Contract
      Area.

    2.8.
      Additional
      Contract Areas.
      The
      Parties hereto may, upon mutual agreement in writing, establish one or more
      additional contract areas (the "Additional Contract Areas") within or without
      the Commonwealth of Illinois, and, as determined by the parties hereto in
      writing, developed by the Parties pursuant to this Joint Venture Agreement
      or
      pursuant to one or more separate joint ventures to be established by the Parties
      hereto by written agreement. Each additional contract area shall be developed
      pursuant to separate joint operating agreements to be prepared following the
      creation of each Additional Contract Area.

    ARTICLE
      III

    Working
      Interest Ownership

    3.1
      Data.
      The
      Parties hereto acknowledge that Epicenter has heretofore made available to
      Indigo upon execution of the Letter of Intent, copies of all lease agreements,
      farmouts, assignments, title opinion reports, geological, seismic and
      engineering reports, title abstracts and supporting invoices for all related
      expenses regarding all applicable wells for which permits have been issued
      and
      for which permits have been applied and all other leasehold interests subject
      to
      this Agreement.

    3.2
      Initial
      Assignments.
      Upon
      execution of this Joint Venture Agreement and the Operating Agreement, Epicenter
      shall assign, without warranty of title, to assign to Indigo an undivided fifty
      (50%) percent interest to the oil and gas below the base of the New Albany
      Shale
      geologic formations in all leases owned by Epicenter within the AMI. Likewise,
      Indigo shall assign to Epicenter, without warranty of title, an undivided fifty
      (50%) interest to the oil and gas below the base of the New Albany Shale
      geologic formations in all leases owned by Indigo within the AMI. The leasehold
      estates shall comprise an eighty-one and twenty-five one-hundredths (81.25%)
      percent net revenue interest to the oil and gas therein. The Parties shall
      not
      further burden the leaseholds. For leases which have a net revenue interest
      of
      less than this percentage, the Parties may accept or decline to develop such
      lease pursuant to the Operating Agreement. If a Party declines, in writing,
      the
      owner of the lessee's leasehold estate under said lease shall be free to develop
      said lease separate and apart from the transactions contemplated by the
      Operating Agreement.


    
      
        
        

      

      
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    3.3
      Assignments
      of Epicenter's Interests.
      Epicenter may assign its Interests in this Joint Venture and/or the Operating
      Agreement with the consent of Indigo. Such consent will not unreasonably be
      withheld. Epicenter expressly reserves the right to assign any of its working
      interests to any of its investors in any well contemplated under this Agreement
      so long as it is in the ordinary course of Epicenter’s business. As a condition
      of their consent to the assignment of this Agreement and/or Operating Agreement,
      the proposed assignee of Epicenter shall be required to execute and deliver
      to
      Indigo, in a form and content acceptable to Indigo, a confidentiality agreement
      regarding the proposed well sites, leasehold estates and/or geological, seismic,
      title and/or other information regarding the oil and gas development project
      which is the subject of this Agreement and the Operating Agreement.

    3.4
      Third
      Party Recordable Assignments. Following the drilling and completion of any
      oil
      and gas well to be drilled pursuant to this Joint Venture Agreement and the
      Operating Agreement, Epicenter shall execute, deliver and record written
      assignments to any third party who subsequently acquires an Interest as provided
      in Paragraph 3.3 herein, and in accordance with Paragraph 5.3 herein, reflecting
      the working interest of each working interest owner in any such
      well.

    ARTICLE
      IV

    Geologic
      and Geophysical Services

    and
      Seismic Data Acquisition

    4.1
      Geologic
      and Geophysical Services.
      At
      Operator's request Indigo shall through its employees, consultants and
      contractors provide and direct all geologic and geophysical services for the
      drilling of the wells contemplated in Article VI of this Joint Venture
      Agreement. Those services shall be billed to the joint account through Epicenter
      on an actual cost basis.

    4.2
      Ownership
      of Geologic and Geophysical Information.
      Epicenter and Indigo shall each own an undivided fifty (50%) percent in all
      geologic and geophysical information and data, including without limitation
      all
      seismic information, within the Contract Area(s) and AMI. 


    
      
        
        

      

      
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    4.3
      After
      Acquired Seismic Information.
      The
      acquisition of any new seismic data shall require the mutual agreement of
      Epicenter and Indigo. The costs of all new seismic data shall be borne equally
      between Epicenter and Indigo. The sale of any or all such proprietary seismic
      information shall further require the mutual consent of Epicenter and
      Indigo.

    4.4
      Jointly
      Acquired Seismic Information.
      All
      future seismic licensed by the Parties from third parties will be owned by
      Indigo but will be made available to the Parties at any time they request it
      in
      compliance with the applicable license agreement; however, should the Parties
      elect to acquire the data through a joint license agreement both Parties shall
      obtain their own license to the jointly owned data.

    ARTICLE
      V

    Operating
      Agreement

    5.1
      The
      Operating Agreement.
      The
      Parties hereto shall execute the Operating Agreement attached as Exhibit "C"
      contemporaneously with the execution of this Joint Venture Agreement. Article
      VI
      of the Operating Agreement is intended by the Parties to contain their full
      and
      complete understanding with respect to the development of the Contract Area
      and
      with respect to all oil and gas wells to be drilled by the Parties within the
      Contract Area. The Parties further agree to enter into separate Operating
      Agreements in the same form as Exhibit "C" for any Additional Contract Areas
      developed by the Parties.

    5.2
      Operator.
      For all
      wells drilled pursuant to the Operating Agreement, Epicenter shall be the
      operator of record, and pursuant thereto, shall obtain all necessary drilling
      and operating permits and bonds for any well to be drilled by the Parties
      hereto, and shall oversee and be responsible for all aspects of the drilling
      and
      completion of said wells. All costs to be charged to the working interest owners
      for the drilling and operating of wells drilled pursuant to the Operating
      Agreement shall be determined in accordance with the Accounting Procedure
      attached to the Operating Agreement as Exhibit "C". In the event that Epicenter
      should resign as Operator, Indigo shall have the first-right-of-refusal to
      become Operator.


    
      
        
        

      

      
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    5.3
      Third-party
      Nonoperators.
      The
      Operating Agreement shall be a master operating agreement covering all of the
      wells to be drilled within the Contract Area and shall provide for the
      respective duties and responsibilities of the operator and the working interest
      owners for each well to be drilled pursuant to the Operating Agreement. Should
      there be any working interest owners other than Epicenter and Indigo for any
      particular well, the Operating Agreement may provide for the execution and
      delivery by Epicenter and all of the working interest owners of a separate
      operating agreement having substantially the same terms and provisions as the
      Operating Agreement attached as Exhibit "C", but governing only one particular
      well or one particular group of wells.

    5.4
      Third-party
      Confidentiality.
      As
      provided in the Operating Agreement, no prospective working interest
      owner/investor will receive any information regarding any proposed well site
      or
      sites, the leasehold estates to be utilized therefore, and/or any geological,
      seismic, title and/or other information regarding such well site(s), until
      such
      prospective working interest owner/investor has executed a confidentiality
      agreement in form and content acceptable to Indigo and Epicenter.

    5.5
      Separate
      Interests.
      Epicenter and Indigo and any other working interest owner shall own its working
      interest in each well pursuant to the Operating Agreement separate from the
      other working interest owners and shall have the right to encumber such owner's
      working interest in the well(s) only. None of the working interest owners shall
      have the right to encumber the interests of the other working interest owners
      in
      any well. Should any lien or encumbrance or charging order be filed upon the
      working interest of the party hereto, the working interest owners, or any one
      of
      them, shall have the option, but not the obligation, to pay or discharge said
      lien and encumbrance or the judgment which forms the basis for said charging
      order, and, thereafter, be subrogated to the position of the lien
      creditor/judgment creditor of the debtor working interest owner.

    ARTICLE
      VI

    Development
      of the AMI

    6.1
      Ownership
      of Wells.
      The
      ownership of all oil and gas wells to be drilled pursuant to this Joint Venture
      Agreement, and the working interest of the Parties therein, shall be determined
      in accordance with Exhibit "A" to the Operating Agreement between the Parties
      hereto.


    
      
        
        

      

      
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    6.2
      Initial
      Exploratory Well.
      The
      Parties agree that the initial test well ("Initial Well") shall be commenced
      or
      caused to be commenced within twelve (12) months of the date of this Agreement,
      but in no event, later than August 1, 2007 at a mutually agreeable location.
      Epicenter shall be Operator of this Initial Well. If the Initial Well is not
      drilled within the time period allowed, this Agreement shall terminate unless
      extended by the mutual agreement of Epicenter and Indigo.

    6.3
      Subsequent
      Wells.
      All
      subsequent wells proposed by the Parties shall be proposed and drilled in
      accordance with Section B of Article VI of the Operating Agreement.

    ARTICLE
      VII

    Confidentiality

    7.1
      Confidentiality
      Agreement.
      All
      information regarding any prospects or leads within the AMI, including, without
      limitation, any geologic and geophysical data, shall be held by each of the
      Parties (a) in accordance with the terms of all validly existing third-party
      license or other agreements, and (b) on a confidential basis as and shall remain
      confidential for three (3) years from the date hereof; provided that nothing
      herein shall prevent either Party from disclosing any such information in its
      possession (i) to any institutional entity or its affiliates that lends or
      proposes to lend funds to either Party hereto, providing that the institutional
      entity or its affiliate excluding banking institutions, executes a
      confidentiality agreement as provided in Paragraph 7.2 herein, (ii) upon the
      order of any court or administrative agency, (iii) upon the demand of any
      regulatory agency, stock exchange or authority having jurisdiction over such
      Party, (iv) that is or may hereafter enter the public domain without breach
      of
      this Agreement, (v) in connection with the exercise of any right or remedy
      hereunder, (vi) to any independent geologic, geophysical or reservoir
      consultants working under contract to such Party hereto, or (vii) that is
      furnished for evaluation purposes to bona fide prospective purchasers,
      participants, farmoutees or consultants; provided that any persons furnished
      information pursuant to (i), (vi) or (vii) of this Article VII agrees in writing
      not to communicate such information to, any other party or to use it for such
      persons' own benefit in a manner adverse to the other Party during the period
      that the Parties are required to keep such information confidential.
      Notwithstanding anything to the contrary contained in this Agreement, it is
      recognized and agreed that either Party may retain mental recollections or
      other
      impressions as a result of having reviewed the information regarding any
      prospects or leads in the area of the AMI.


    
      
        
        

      

      
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    7.2
      Third-party
      Confidentiality.
      Any
      party who acquires an Interest in the Contract Area as per Paragraph 3.3 of
      this
      Agreement shall sign a Confidentiality Agreement similar to the attached
      Confidentiality Agreement attached hereto as Exhibit "D". 

    ARTICLE
      VIII

    Dispute
      Resolution

    8.1
      Governing
      Law.
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      Commonwealth of Illinois, in every respect, without reference to choice of
      law
      principles.

    8.2
      Injunctive
      Relief.
      The
      Parties hereto agree that the federal district court and/or any state court
      having venue over the geographical area comprising the Contract Area of the
      Joint Venture shall have exclusive jurisdiction over any proceeding for
      injunctive relief that either Party may seek with respect to any matter relating
      to the Joint Venture or to their rights and obligations under this Joint Venture
      Agreement or the Operating.

    8.3
      Arbitration.
      All
      other disputes between the Parties hereto, shall be submitted to arbitration
      before the American Arbitration Association subject to its rules then prevailing
      for commercial arbitration, before three (3) arbitrators, one (1) of whom shall
      be appointed by each Party, and the two (2) arbitrators thus appointed shall
      chose the third (3rd)
      arbitrator. In the event that the two (2) arbitrators selected by the Parties
      are unable to agree on the appointment of the third (3rd)
      arbitrator, the remaining arbitrator shall be appointed by the American
      Arbitration Association upon written request of either Party hereto. The
      location of the arbitration proceedings shall be established by the
      arbitrators.


    
      
        
        

      

      
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    ARTICLE
      IX

    Miscellaneous

    9.1
      Integration.
      This
      Joint Venture Agreement embodies the entire agreement between the Parties,
      supersedes all prior agreements and understandings, if any, relating to the
      subject matter hereof, and may be amended only by an instrument in writing
      executed jointly by an authorized agent of each Party and supplemented only
      by
      documents delivered or to be delivered in accordance with the express terms
      hereof. In the event of any conflict between any terms of the Joint Venture
      Agreement or the Operating Agreement attached as Exhibit "C" hereto, the terms
      of the Joint Venture Agreement shall control.

    9.2
      Notices.
      All
      notices or demands to be given under this Agreement shall be in writing and
      shall be deemed to have been given (i) three (3) business days after being
      sent
      by registered mail or certified mail, postage prepaid, or (ii) on the day sent,
      if hand-delivered or sent by facsimile (telecopy), in each case addressed as
      follows or to such other address as may have been furnished in writing, to
      the
      other Party herein in accordance with Paragraph 9.2:

    
      	
              If
                to Epicenter:

            	
              If
                to Indigo:

            
	
              Epicenter
                Oil & Gas, LLC

            	
              Indigo-Energy,
                Inc.

            


    

    
 

    9.3
      Paragraph
      Headings.
      The
      headings of the Articles in this Agreement are for convenience and reference
      only and do not form a part hereof or modify, interpret or construe the
      understanding of the Parties hereto.

    9.4
      Binding
      Effect.
      The
      terms and provisions hereof shall be binding upon and inure to the benefit
      of
      each of the Parties hereto and their respective heirs, legal representatives,
      successors and assigns and shall be covenants running with the land and
      leasehold covering same.

    9.6
      Severability.
      Any
      provision of this Joint Venture Agreement which is invalid, illegal or
      unenforceable in any respect in any jurisdiction shall be, as to such
      jurisdiction, ineffective to the extent of such invalidity, illegality or
      unenforceability without in any way affecting the validity, legality or
      enforceability of the remaining provisions hereof, and any such invalidity,
      illegality or unenforceability in any jurisdiction shall not invalidate or
      in
      any way affect the validity, legality or enforceability of such provision in
      any
      other jurisdiction.


    
      
        
        

      

      
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    9.7
      Waivers.
      The
      failure of either Party to seek redress for violation of or to insist upon
      the
      strict performance of any covenant or condition of this Joint Venture Agreement
      shall not prevent a subsequent act, which would have originally constituted
      a
      violation, from having the effect of any original violation.

    
      	 	
              9.8

            	
              Cumulative
                Rights and Remedies.
                The rights and remedies provided by this Joint Venture Agreement
                are
                cumulative and the use of any one right or remedy by either Party
                shall
                not preclude or waive its right to use any or all other remedies.
                Said
                rights and remedies are given in addition to any other rights such
                Party
                may have by law, statute, ordinance or
                otherwise.

            


    

    
      	 	
              9.9

            	
              Counterparts.
                This Agreement may be executed in one or more counterparts, which
                together
                shall constitute a fully executed
                original.

            


    

    


    


    IN
      WITNESS WHEREOF, the Parties hereto have duly executed this Joint Venture
      Agreement the day and year above set forth.

    
      	 	
              EPICENTER
                OIL & GAS, LLC

            
	 	 	 
	 	
              by:
                

            	
               

            
	 	
               

            	
              Robert
                Turnage

            
	 	 	 
	 	
              INDIGO
                RESOURCES, INC.

            
	 	 	 
	 	
              by:

            	
               

            
	 	
               

            	 


    

    



    
      
        
        

      

      
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