Exhibit 10.6


 


MEMBERSHIP INTERESTS PURCHASE AGREEMENT


 


This Membership Interests Purchase Agreement (this “Agreement”),
dated effective as of December 1, 2003, is made by and among Worldwide
Blue Ocean Technologies, L.L.C., a Texas limited liability company (“Buyer”), and each of
OutBack Management Services, L.L.C., a Texas limited liability company (“OutBack
Management”) and MAC Partners, L.P., a Texas limited partnership
(“MAC
Partners”) (collectively, “Sellers”):


 


RECITALS:


 


A.                                   Sellers currently own an aggregate one
hundred percent (100%) membership interest in Worldwide Blue Ocean Wireless
Communications, L.L.C., a Texas limited liability company (the “Company”).


 


B.                                     Buyer is a 100% subsidiary of Ocean
Resources, Inc. (“Ocean Resources”), a Delaware corporation.


 


C.                                     Buyer wishes to pay Sellers an aggregate of
350,000 shares of restricted common stock of Ocean Resources (the “OCRI
Restricted Shares”), as consideration for the purchase of
Sellers’ entire membership interests in the Company, their capital accounts,
all rights represented by such membership interests, and all goodwill
associated therewith (collectively, the “Interests”).


 


D.                                    Sellers wish to sell the Interests to Buyer
upon the terms and subject to the conditions set forth in this Agreement.


 


Agreement


 


NOW,
THEREFORE, in consideration of the foregoing premises and the representations,
warranties, and covenants hereinafter set forth, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:


 


1.                                      Sale and Purchase.  Subject to the terms and
conditions herein set forth, and in reliance upon the representations,
warranties and covenants contained herein, Buyer agrees to purchase the
Interests from Sellers, and Sellers agree to sell the Interests to Buyer.


 


2.                                      Purchase Price.   The purchase price for the
Interests shall be 350,000 OCRI Restricted Shares (held by Buyer), to be
apportioned as follows:  175,000 OCRI
Restricted Shares to OutBack Management, and 175,000 OCRI Restricted Shares to
MAC Partners.


 


3.                                      Advance Payments for
Management/Consulting Services.  By
way of advance payment for the rendering of management and consulting services
to WBOW (and thereby, indirectly, to Ocean Resources), Buyer also agrees to
transfer to OutBack Management and MAC Partners an aggregate of 350,000 Form
S-8 shares of common stock of Ocean Resources (the “OCRI Unrestricted Shares”),
to be apportioned as follows:  175,000
OCRI Unrestricted


 


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Shares to OutBack
Management, and 175,000 OCRI Unrestricted Shares to MAC Partners.


 


4.                                      Representations and
Warranties of Sellers.  Sellers
hereby represent and warrant to Buyer that:


 


(a)                                  Sellers own all of the issued and outstanding
Interests in the Company, in the following proportions:  OutBack Management, fifty percent (50%); and
MAC Partners, fifty percent (50%).


 


(b)                                 Sellers are the sole legal and beneficial
owners of the Interests, free and clear of any and all liens, claims, and
encumbrances, with full power to transfer the same as contemplated herein.


 


(c)                                  Sellers are not parties to or bound by any
contract, promissory note, agreement, commitment, or obligation, creating or
securing indebtedness, obligations, or liabilities, a breach or default of
which would be triggered by Sellers’ execution and delivery of this Agreement.


 


(d)                                 Sellers have had an opportunity (i) to
discuss Ocean Resources’ business, management and financial affairs with Ocean
Resources’ management, (ii) to review Ocean Resources’ business plans and other
information that they deemed necessary to evaluate any investment in Ocean
Resources, and (iii) to ask questions of officers of Ocean Resources, which
questions have been answered to Sellers’ satisfaction.  Each of Sellers (a) is an “accredited
investor” as defined under Regulation D of the rules promulgated under the
Securities Act of 1933 or, if not an accredited investor, (b) has such
knowledge and experience in financial and business matters, either alone or
with its purchaser representative(s), that it is capable of evaluating the
merits and risks of a prospective investment in Ocean Resources common
stock.  Each of Sellers is acquiring the
OCRI Restricted Shares and the OCRI Unrestricted Shares for its own account for
investment purposes and not with a view to or for resale in connection with any
distribution or public offering thereof within the meaning of the Securities
Act of 1933.  Each of Sellers is
acquiring the shares of Ocean Resources common stock in the State of Texas.


 


5.                                      Representations and Warranties of Buyer. 
Buyer hereby represents and warrants to Sellers that:


 


(a)                                  Buyer is a
limited liability company duly organized, validly existing and in good standing
under the laws of the State of Texas, and has all requisite organizational
power and authority to enter into, perform and carry out all of its duties and
obligations in the transaction contemplated by this Agreement.


 


(b)                                 The execution,
delivery and performance of this Agreement and the consummation of the transactions
on the part of Buyer contemplated hereunder have been duly authorized by all
necessary organizational action on the part of Buyer.  This Agreement is (or will be when executed and delivered
pursuant hereto) the legal, valid and binding obligation of Buyer, enforceable
in accordance with its terms.


 


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(c)                                  Neither the
execution and delivery of this Agreement by Buyer, nor Buyer’s compliance with
any of the terms and provisions of this Agreement, nor the consummation of the
transactions contemplated hereby, will conflict with or result in a violation
of, or constitute a material default under, its articles of organization,
regulations or any other agreement, contract or commitment to which it is a party;
nor will the performance by Buyer of its obligations hereunder violate any
judgment, order, injunction, decree, regulation or ruling of any court or
governmental authority to which Buyer is subject.


 


6.                                      Entire Agreement; Amendments.  Each of the parties represents
that no promise or agreement which is not expressed in this Agreement, has been
made to such party in executing this Agreement, and none of the parties is
relying upon any statement or representation not contained in this Agreement.  This
Agreement constitutes the entire understanding among the parties hereto
relative to the subject matter hereof, superseding any and all prior
agreements, arrangements, and understandings, written or oral, between the
parties.  This Agreement may be amended
only by a written instrument signed by the parties.


 


7.                                      Binding Effect.  This
Agreement and all of the provisions hereof shall be binding upon and inure to
the benefit of the parties hereto and their respective successors and permitted
assigns.


 


8.                                      Governing Law.  This Agreement shall be governed
by and construed in accordance with the laws of the State of Texas, without
reference to its conflict of laws rules.


 


9.                                      No Brokers.  Each party represents and
warrants that it has dealt with no broker or finder in connection with the
transaction contemplated by this Agreement, and that no broker or other person
is entitled to any commission or finder’s fee in connection with this
transaction.  Each party agrees to
indemnify, defend and hold harmless the other party against any commission or
finder’s fee alleged to be payable because of any act, omission or statement of
the indemnifying party.


 


10.                               Severability.  If
any provision of this Agreement is held to be invalid or unenforceable by any
court of competent jurisdiction, it is the intent of all of the parties that
all other provisions of this Agreement be construed to remain fully valid,
enforceable and binding on the parties.


 


11.                               Covenant of Good Faith and Fair Dealing. 
With regard to their respective obligations and commitments under this
Agreement, each of Buyer and Sellers covenants that it shall act in good faith
and deal fairly with the other parties.


 


12.                               Reasonable Cooperation.  Each party hereto agrees to
execute and deliver such instruments and take such other action as the other
party may reasonably request in order to carry out the intent of this
Agreement.


 


13.                               Counterparts.  This Agreement may be executed
in multiple counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.


 


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IN
WITNESS WHEREOF, the parties hereto have caused their duly authorized
representatives to execute this Agreement as of the date first above written.


 


	
  “Buyer”

  	
   

  
	
   

  	
   

  
	
  Worldwide Blue Ocean Technologies, L.L.C.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  Marcus Taber Wetz

  	
   

  	
   

  
	
  Name: 

  	
   

  	
   

  	
   

  
	
  Title:

  	
  Secretary

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  “Sellers”

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  OutBack
  Management Services, L.L.C.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  John Mills

  	
   

  	
   

  
	
  Name: 

  	
   

  	
   

  	
   

  
	
  Title:

  	
  President

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  MAC
  Partners, L.P.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  Dennis McLaughlin

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  
	
  Title:

  	
  General
  Manager

  	
   

  	
   

  
									



 


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