JOINT VENTURE/AMI AGREEMENT

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"),

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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".

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 3 ^rd 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.

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:

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.

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