Exhibit
10.13


 


DOCUMENT NO.
24


 


Complete date of
resolution and date of execution.  Sign
and date.


 


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SECURED LOAN
NOTE


 


OCEAN
RESOURCES, INC.


 


(Company
No.3030709) (‘the Company’)


 


(Incorporated
in Delaware, U.S.A)


 


Created
pursuant to the constitution of the Company, and a resolution of its officers
dated                         2003


 


	
  Dated

  	
   

  	
  2003 (‘The
  Execution Date’)

  



 


Principal Sum:
USD 950,000


 


Noteholder:
Argent Capital, LLC of PO Box 590, Charlestown, Nevis, Leeward Islands.


 


1.                                      Definitions and Interpretation


 


1.1                                 In this Loan Note:


 


1.1.1                                             ‘Noteholder’ means the
registered holder or holders for the time being of this Loan Note and includes
the successors in title of the registered holders;


 


1.1.2                                             ‘Principal Sum’ means
the principal sum of this Loan Note stated above;


 


1.1.3                                             ‘Subsidiary’ means a
subsidiary of the Company or of that subsidiary and references to ‘Subsidiaries’ shall be construed as
references to the subsidiaries for the time being of the Company.


 


1.2                                 In this Loan Note:


 


1.2.1                                             words denoting the singular shall include the plural and vice versa;


 


1.2.2                                             words denoting any gender include all genders and words denoting
persons shall include firms and corporations and vice versa.


 


1.3                                 References to ‘clauses’ are to clauses of this Loan Note;


 


1.4                                 Clause and paragraph headings are for convenience only and shall not
affect the interpretation of this Loan Note.


 


2.                                      Covenant to pay Principal Sum


 


FOR VALUE
RECEIVED the Company will pay the Principal Sum to the Noteholder by
instalments of USD 100,000 for every USD 500,000 of private investment funds
raised by the Company to be paid within 10 business days of collecting good
funds or on such earlier date as the Principal Sum shall become payable in accordance
with this Loan Note but in any event not later than the date 18 months after
the Execution Date (the date when final payment is due being ‘the Maturity
Date’).


 


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3.                                      Interest


 


The
Company will pay interest to the Noteholder on the outstanding amount of the
Principal Sum from time to time at the rate of 7% per year on the Maturity
Date.  Should the Principal Sum (or any
part thereof) or any accrued interest not be paid on the Maturity Date then
such sums shall continue to bear interest at the rate of 7% per year on a daily
basis payable on demand.


 


4.                                      Withholding


 


Any
payment of interest to be made hereunder will be made after any withholding or
deduction for or on account of any tax or duty imposed or levied by any
authority having power to tax such payment which the Company shall for the time
being be required by any applicable law to withhold or deduct and the Company
shall not be obliged to pay any additional amount to the Noteholders in respect
of the tax or duty so withheld or deducted.


 


5.                                      Security


 


To
secure payment of the Principal Sum and all interest and other amounts payable
under this Loan Note the Company grants to the Noteholder the security set out
in the Schedule hereto.


 


6.                                      Payment
upon Notice


 


6.1                                 The Company may at any time give not less than 14 days’ notice in
writing to the Noteholder of its intention to prepay the Principal Sum in whole
or in part.


 


6.2                                 Upon the expiry of any notice given under clause 6.1 above the
Noteholder shall deliver this Loan Note to the Company at its principal office
and against such delivery the Company shall pay to the Noteholder the Principal
Sum or the part to be prepaid together with accumulated interest on that
amount.  In the case of a partial prepayment,
the Company shall issue to the Noteholder a replacement Loan Note for the
balance of the Principal Sum.  If the
Noteholder shall fail to deliver this Loan Note on the due date, interest shall
cease to run on the amount to be prepaid, and the Company shall pay that amount
into a separate account to be held on trust to pay that amount to the
Noteholder upon receipt by the Company of this Loan Note, and to pay any
interest earned on such account to the Company.


 


7.                                      Warranties


 


The
Company represents and warrants to the Noteholder that:


 


(i)                                     Organisation and Powers.  The Company is a corporation duly organised,
validly existing and in good standing under the laws of the jurisdiction if its
incorporation, and has all requisite power and authority to own its assets and
carry on its business and to execute, deliver and perform its obligations under
this Loan Note.  The Company is
qualified to do business and is in good standing in each jurisdiction in which
the failure so to qualify or be in good standing could reasonably be expected
to have a material adverse effect on the business, operations or financial
condition of the Company and its Subsidiaries taken as a whole.


 


(ii)                                  Authorisation; No Conflict.  The execution, delivery and performance by
the Company of this Loan Note have been duly authorised by all necessary
corporate actions of the Company and do not and will not (A) contravene the
terms of the constitution or certificate of incorporation, or bylaws, of the
Company; or (B) result in a breach of or constitute a default under any
material lease, instrument, contract or other agreement to which the Company is
a party or by which it or its properties may be bound or affected;


 


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or (C) violate
any provision of any law, rule, regulation, order, judgment, decree or the like
binding on or affecting the Company.


 


(iii)                               Binding Obligations.  This Loan Note constitutes the legal, valid
and binding obligation of the Company, enforceable against the Company in accordance
with its terms.


 


(iv)                              Consents.  No authorisation, consent, approval, licence, exemption of, or
filing or registration with, any governmental authority or agency, or approval
or consent of any other person or entity, is required for the due execution,
delivery or performance by the Company of this Loan Note.


 


8.                                      Acceleration


 


The Principal
Sum shall immediately become payable together with all unpaid interest on it to
the date of payment on the happening of any one or more of the following
events:


 


8.1                                 if an effective resolution or court order is passed for the
liquidation of the Company;


 


8.2                                 if any seizure or execution is levied or enforced upon or against
any of the assets of the Company and is not paid out or discharged within 7
days;


 


8.3                                 if a creditor lawfully takes possession or a receiver is appointed
of the assets of the Company;


 


8.4                                 if the Company goes into insolvency or liquidation or ceases or
threatens to cease to carry on its business;


 


8.5                                 if default shall be made by the Company in the performance of any
covenant condition or obligation (other than the covenant for payment of
interest) binding on the Company under this Loan Note, which default is not
cured by the Company within 21 days following notice of such default;


 


8.6                                 if any representation or warranty given by the Company in this Loan
Note shall prove to have been incorrect in any material respect when made.


 


9.                                      Application
of Payments


 


Payments made
hereunder shall first be applied to payments of interest and then towards the
reduction of the Principal Sum.


 


10.                               Company
to Insure


 


The Company
agrees with the Noteholder that it will at all times until the Principal Sum
and all interest and other money from time to time payable under this Loan Note
shall have been paid or satisfied keep insured in accordance with sound
commercial practice and in insurance offices or institutions of good repute
such parts of the assets and activities of the Company and of its Subsidiaries
as are normally insured in businesses of a similar nature and shall produce
evidence of such insurance to the Noteholder for inspection upon demand.


 


11.                               Register


 


The
Company will keep a register and enter in it the issue and all transfers and
changes of ownership of this Loan Note. 
The register may be closed from time to time for such periods (not
exceeding 30 days in all in any year) as the Company may determine.


 


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12.                               Transfer


 


12.1                           A transfer of this Loan Note shall be in writing under the hand of
the transferor.


 


12.2                           The transfer shall be lodged with the Company together with such
evidence of the title of the transferor (including production of this Loan
Note) as the Company may reasonably require and after that the transferee shall
be registered as the holder of this Loan Note.


 


12.3                           The Company shall be entitled to retain the transfer.


 


13.                               Registration
on transmission


 


Any person
entitled to this Loan Note by reason of the death of the Noteholder or
otherwise by operation of law may, upon producing such evidence of his title as
the Company may reasonably require, be registered as the holder of this Loan
Note and be subject to the same conditions of this Loan Note as a transferee.


 


14.                               Notice
of Trusts


 


The
Company shall recognise and treat the Noteholder as the sole absolute owner of
this Loan Note and as alone entitled to receive and give effectual discharges
for the money secured by this Loan Note. 
The Company shall not be affected by notice of any trust or any right,
title or claim of any person other than the Noteholder to this Loan Note.


 


15.                               Freedom
from Equities


 


The Principal
Sum and interest due on this Loan Note shall be payable, and this Loan Note
shall be transferable, without regard to any set off, cross claims or equities
between the Company and the Noteholder or any prior holder.


 


16.                               Method
of Payment


 


The
Principal Sum and interest due on this Loan Note will be paid at the principal
office of the Company.  Payment of such
money may be made by cheque posted at the risk of the Noteholder in a prepaid letter
to the Noteholder if he is a sole holder or to the first-named of joint holders
at his registered address or to such other person or address as the Noteholder
or joint holders may request in writing. 
Payment of any such cheque shall for all purposes be deemed to be
payment and satisfaction of the Principal Sum or interest represented by such
payment.


 


17.                               Presentment
etc


 


Save as
provided herein the Company and the Noteholder waive presentment, demand for
payment and notice of dishonour in connection with the delivery, acceptance,
performance default or endorsement of this Loan Note.


 


18.                               Loss or
Destruction


 


If this
Loan Note shall be lost or destroyed or damaged, the Company will at the
request of the Noteholder issue a duplicate, provided that the Noteholder shall
first have given to the Company such evidence of the circumstances and such
indemnities and security as it may require, and have paid the Company’s costs
(including legal costs) in connection therewith and such fee not exceeding USD
500 as the Company may require, and (in the case of damage) delivered the
damaged Loan Note to the Company.


 


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19.                               Law


 


This Loan Note
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.


 


20.                               No
Waiver


 


No delay or
failure on the part of the Noteholder to exercise any power or right given
hereunder shall operate as a waiver thereof, and no right or remedy of the
Noteholder shall be deemed abridged or modified thereby.


 


21.                               Jurisdiction


 


All disputes
and claims arising out of or relating to this Loan Note shall be subject to the
non-exclusive jurisdiction of the Texas courts to which the Company and the
Noteholder irrevocably submit and in any legal proceedings by the Noteholder to
enforce payment of the Principal Sum (or part thereof) and/or interest it shall
in addition be entitled to claim the costs and expenses of such proceedings.


 


22.                               Notices


 


Any notice to
be given under this Loan Note by the Company shall be sufficiently given if
sent by first class post to the Noteholder at its address in the register kept
under clause 11 (or in the case of joint Noteholders, to the address of the
first-named in that register), and shall be deemed received on the working day
after posting.


 


SCHEDULE


 


Charge
over a Loan Note for USD1,000,000 issued by Marine Group International, Inc.


 


EXECUTED by
OCEAN RESOURCES, INC. the 31st day of December 2003:


 


 


	
   

  	
  /s/
  Dennis McLaughlin

  	
   

  



 


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