Exhibit
10.11


 


DOCUMENT NO.
17


 


Attach as
Annex A – Copies of Documents 7 and 10.


 


Sign and date.


 


1

















 


	
  THIS AGREEMENT is made
  the                       
  day
  of                                 
  2003

  



 


B E T W E E N:


 


(1)                                  HAWKLEY TRUST
(established on 15 June 1994 under the laws of Nevis, Leeward Islands with
registration no.T5) of  PO Box 582,
Charlestown, Nevis, Leeward Islands (hereinafter ‘Hawkley’);


 


and


 


(2)                                  OCEAN RESOURCES, INC. (a corporation incorporated on 14 April 1999 under the laws of
the State of Delaware, USA, with registered no. 3030709) of 2705 Canton Street,
Dallas, Texas, U.S.A. 75226 (hereinafter ‘Ocean’).


 


WHEREAS:


 


(A)                              Hawkley is the beneficial and registered owner of a loan note issued
by Marine Group International, Inc. (hereinafter ‘Marine’)  for the principal sum of USD 1,000,000 and
of a loan note issued by Marine for the principal sum of USD 1,230,000 copies
of which are attached hereto as Annex A (together ‘the Marine Notes’);


 


(B)                                Hawkley has agreed to sell the Marine Notes to Ocean on the terms
hereinafter set out.


 


NOW IT IS AGREED as
follows:


 


1.                                       Hawkley shall sell to Ocean and Ocean (relying on the warranties in
Clause 2) shall purchase from Hawkley the Marine Notes.


 


2.                                       Hawkley warrants and covenants with Ocean that:


 


(a)                                  Hawkley has the right to dispose of the Marine Notes on the terms
set out in this Agreement;


 


(b)                                 Hawkley shall (subject to Ocean paying the consideration set out in
Clause 4) do everything necessary to give Ocean full and unrestricted legal and
beneficial title to the Marine Notes; and


 


(c)                                  the Marine Notes shall be sold and transferred free from all
charges, liens, options and other encumbrances.


 


3.                                       Title to, beneficial ownership of, and any risk attaching to, the
Marine Notes shall pass on completion, and the Marine Notes shall be sold and
purchased together with all rights and benefits attached or accruing to them at
completion.


 


2

















 


4.                                       The consideration for the sale of the Marine Notes shall be the
issue to Hawkley of 587,000 shares of Ocean preferred stock and 4,107,500
shares Ocean common stock, all such shares to be fully paid and non-assessable.


 


5.                                       Completion shall take place
at                              on                                                                                     2003,
when:


 


(a)                                  Hawkley shall deliver the Marine Notes to Ocean together with signed
documents of transfer and procure that Ocean is registered as owner of the
Marine Notes on the records of Marine; and


 


(b)                                 Ocean shall issue to Hawkley and register Hawkley as owner of
587,000 shares of Ocean preferred stock and 4,107,500 Ocean common stock,  all such shares to be fully paid and
non-assessable.


 


6.                                       This Agreement constitutes the entire agreement between the parties
in relation to the sale and purchase of the Marine Notes and supersedes any
previous agreement between the parties in relation to such matter.


 


7.                                       This Agreement and any dispute or claim arising out of or in connection
with it shall be governed by and construed in accordance with the laws of the
State of Texas, U.S.A.


 


8.                                       All disputes and claims arising out of or relating to this Agreement
shall be subject to the non-exclusive jurisdiction of the Texas courts, to
which the parties irrevocably submit.


 


IN WITNESS whereof the parties hereto
have executed this Agreement on the date first above written


 


 


	
  EXECUTED by

  	
  )

  	
  /s/ Joan
  Nesbitt

  	
   

  
	
  HAWKLEY
  TRUST

  	
  )

  
	
   

  	
   

  
	
   

  	
   

  
	
  EXECUTED by
  OCEAN

  	
  )

  	
  /s/ Dennis
  McLaughlin

  	
   

  
	
  RESOURCES,
  INC.

  	
  )

  



 


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