RELEASE
AND SETTLEMENT AGREEMENT
THIS
RELEASE AND SETTLEMENT AGREEMENT (this “
Agreement ”)
is made and entered into as of this ___th day of July 2007 by and
among Indigo-Energy, Inc., a Nevada corporation (the “
Company ”)
and Falcon Holdings, LLC a company with an address at 104 W.
Railroad St., Mannington, WV 26582 (“
Contractor ”,
and together with the Company, the “
Parties ”
each a “
Party ”).
WHEREAS,
reference is made to a Drill and Service Agreement executed
September 2005 (“Original Agreement”)from the
Company (previously know as Indigo Land and Development, Inc.)
to the Contractor pursuant to which the Company and Contractor
had agreed to certain terms and conditions, and more
specifically, Company issued four and one half million
(4,500,000) shares of Indigo common stock (Stock”) for
future services to be performed by Contractor as described in
Original Agreement; and
WHEREAS,
the
Parties have agreed that it is in their best interests to
modify the terms relating to the Original Agreement pursuant
to the terms set forth herein; and
WHEREAS,
the Company has offered and the Contractor has agreed to
accept such modifications to the Original Agreement for
services rendered pursuant to the terms set forth herein;
and
WHEREAS,
the Contractor has agreed that acceptance of such
modifications to the Original Agreement shall constitute
payment in full for services rendered and forever waives all
right, title and interest to any further compensation by the
Company;
NOW,
THEREFORE, the Parties hereto, intending to be legally bound,
hereby agree as follows:
Section
1.
Waiver and Settlement .
Effective upon the execution of this Agreement, and concurrent with
the return of the signed and medalionized Stock certificate to the
Company, Contractor hereby waives all rights, claims, interests and
title to the Original Agreement and hereby agrees that any previous
agreements or understandings between the Parties are null and void
and of no further force or effect. After cancellation of that
Stock, the Company will cause to be issued to Contractor and
Contractor hereby accepts Two Million Two Hundred Twenty Five
Thousand (2,225,000) shares (“New Stock”) of the
Company’s Common Stock (“
New Shares ”)
as payment in full for services rendered and in complete
satisfaction of all obligations in connection with the
Company’s Original Agreement and any other services relating
thereto through the date of this Settlement Agreement.
Additionally, $8,298.00 will be paid directly to Falcon in two
payments of $4,464.49 commencing on September 15, 2007 and final
payment on October 15, 2007 for prior services rendered. Contractor
hereby agrees that payment of the New Stock and $8,298.00 will
constitute payment in full and that there are no further fees or
compensation due and owing to Contractor. Furthermore, Contractor
will deliver to Company all documents and equipment that is
rightfully the Company’s within 10 days of signing of this
Settlement Agreement
Section
2.
Section 1-A.
Waiver and Settlement. Company
shall contact the following vendors and discuss a payment schedule
for appropriate and valid services that have been rendered to the
Company through Contractor:
1)
Thrasher Engineering
2)
Peter Battles / Consulting Geologist
Section
3.
Release .
(a) Contractor hereby waives, releases and discharges the Company,
its subsidiaries and their respective officers, directors,
stockholders, employees, agents, attorneys, subsidiaries, servants,
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