Exhibit 10.8


 


THE SECURITIES REPRESENTED BY THIS DOCUMENT HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY
STATE SECURITIES LAWS.  THEY MAY NOT BE
SOLD OR TRANSFERRED IN THE ABSENCE OF REGISTRATION OR AN EXEMPTION THEREFROM
UNDER SAID ACT AND UNDER APPLICABLE STATE SECURITIES LAWS.


 


WARRANT AGREEMENT


 


This
Warrant Agreement (this “Agreement”)
is made and entered into as of the 17th  day of October, 2003, by and between Ocean Resources, Inc., a
Delaware corporation, with offices at 2705 Canton Street, Dallas, Texas 75226
(the “Company”), and Argosy International, Ltd., whose
address is P.O. Box 260, Providenciales, Turks and Caicos Islands, British West
Indies (the “Warrant Holder”).


 


RECITALS


 


A.                                   The Company wishes to issue to the Warrant
Holder, and the Warrant Holder wishes to receive, the right and option to
purchase certain shares of the common stock, $0.0001 par value per share (“Common Stock”), of the Company.


 


B.                                     The parties wish to enter into this Agreement
to evidence the respective commitments of the parties with respect to such
shares of Common Stock.


 


TERMS AND CONDITIONS


 


In
consideration of the mutual terms, covenants and conditions contained in this
Agreement and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:


 


1.                                       Warrant and Warrant Term.  The
Company hereby grants to the Warrant Holder, and the Warrant Holder hereby
accepts, the right and option (the “Warrant”)
to purchase from the Company, subject to the provisions of this Agreement, one million (1,000,000)  shares of Common Stock (the “Subject Shares”) for the Exercise
Price, as hereinafter defined.


 


The
Warrant Holder may elect to exercise the Warrant at any time following the First
Exercise Date as shown below, until the Warrant expires as to the Subject
Shares.  The Warrant shall expire as to
all Subject Shares not previously exercised if (a) Mr. Graham Jessop ceases to
serve as an officer or director of the Company or (b) the Warrant Holder fails
to complete the exercise of the Warrant as to the Subject Shares on or before
the Expiration Date indicated in the following chart:


 


	
  NUMBER OF SHARES

  	
   

  	
  FIRST
  EXERCISE DATE

  	
   

  	
  EXPIRATION
  DATE

  	
   

  
	
  1,000,000

  	
   

  	
  October 17, 2004

  	
   

  	
  October 17, 2005

  	
   

  



 


Expiration
of the Warrant as to some of the Subject Shares pursuant to this Section 1
shall have no effect on any Subject Shares issued before the date of such
expiration.


 

















 


2.                                       Exercise Price.  The
purchase price (the “Exercise Price”)
for any of the Subject Shares acquired pursuant to this Agreement shall be USD
$0.40 per share.


 


3.                                       Exercise of Warrant.  This
Warrant may be exercised in whole or in part. Such exercise shall be
accomplished by tender to the Company of the Exercise Price, either in cash or
by certified check or bank cashier’s check, payable to the order of the
Company, together with presentation and surrender to the Company of this
Warrant with an executed subscription in substantially the form attached hereto
as Exhibit A.  Fractional shares of the
Common Stock will not be issued upon the exercise of this Warrant.  In the event this Warrant is exercised in
part, the Company shall issue a new Warrant to the Holder covering the
aggregate number of shares of Common Stock as to which this Warrant remains
exercisable.


 


4.                                       Reserve.  The
Company agrees at all times to reserve and hold available out of the aggregate
of its authorized but unissued Common Stock the number of shares of its Common
Stock issuable upon the exercise of this Warrant. The Company further covenants
and agrees that all shares of Common Stock that may be delivered upon the
exercise of this Warrant will, upon delivery, be fully paid and nonassessable
and free from all taxes, liens and charges with respect to the purchase thereof
under this Agreement.


 


5.                                       Restriction on Transfer.  The
Warrant Holder understands that the Warrant has not been, and the Subject
Shares, when acquired, will not have been, registered under the Securities act
of 1933, as amended (the “Act”),
or under any applicable state securities laws and may not be sold except
pursuant to an effective registration statement or pursuant to a duly available
exemption from such registration requirements. 
The Warrant Holder acknowledges that it has acquired this Warrant and,
if applicable, shall acquire the Subject Shares, for its own account and not
with a view to or for sale which would be in violation of the Act or any
applicable state securities laws.  The
Warrant Holder understands that if any transfer of the Subject Shares is to be
made in reliance on an exemption under the Act and/or any applicable state
securities laws, the Company may require an opinion of counsel satisfactory to
it that such transfer may be made pursuant to an exemption under the Act and such
state securities laws, and may require the Warrant Holder to execute such
documentation as is reasonably requested by the Company upon exercise of the
Warrant, relating to the subject matter hereof. Upon exercise of this Warrant, in part or in whole, each certificate
issued representing the Shares underlying this Warrant shall bear a legend to
the foregoing effect.


 


6.                                       Dividends; Voting Rights.  The
Warrant Holder shall not be entitled to any dividends by virtue of the Warrant
Holder’s ownership of the Warrant.  In
addition, the Warrant Holder shall not be entitled to vote for the election of
directors or to vote on any other matter coming before the stockholders of the
Company for a vote, by virtue of the Warrant Holder’s ownership of this
Warrant.  Nothing contained herein shall
limit the rights of the Warrant Holder as to Subject Shares issued upon
exercise of the Warrant.


 


7.                                       Amendment of Agreement.  This
Agreement may be amended or modified at any time and in all respects, but only
by an instrument in writing executed jointly by the Company and the Warrant
Holder.


 


8.                                       Binding Effect.  This
Agreement shall be binding upon, inure to the benefit of and be enforceable by
the parties hereto, their respective heirs, executors, representatives and
successors.


 


2

















 


9.                                       Entire Agreement.  This
Agreement constitutes the entire agreement between the parties hereto, and
there are no agreements, understandings, restrictions, warranties or
representations between the parties relating to the subject matter of this
Agreement other than those set forth herein.


 


10.                                 Governing Law.  THIS
AGREEMENT IS BEING EXECUTED AND DELIVERED AND IS INTENDED TO BE PERFORMED IN
THE STATE OF TEXAS, AND THE SUBSTANTIVE LAWS OF SUCH STATE SHALL GOVERN THE
VALIDITY, CONSTRUCTION, ENFORCEMENT AND INTERPRETATION OF THIS AGREEMENT.


 


11.                                 Notices.  Any
notice or communication hereunder shall be in writing and shall be delivered by
(a) personal delivery, (b) expedited delivery service or (c) certified or
registered mail, postage prepaid.  Any
such notice shall be deemed given upon its receipt at the following address:


 


	
  If to the Company:

  	
   

  	
  Ocean
  Resources, Inc.

  2705 Canton Street

  Dallas, Texas 75226

  Attn: Dennis McLaughlin

  Fax: (469) 227-7955

  
	
   

  	
   

  	
   

  
	
  If to the Warrant
  Holder:

  	
   

  	
  To
  the address for the Warrant Holder set out in the initial

  paragraph above

  



 


Any
party may, by notice given in accordance with this Section to the other
party, designate another address for receipt of notices hereunder.


 


12.                                 Captions.  The
headings herein are for convenience only and shall not affect the construction
hereof.


 


13.                                 Counterparts.  An
executed counterpart of this Agreement, or a photocopy thereof, shall be placed
on file by the Company at its principal place of business and shall be subject
to the same right of examination by a stockholder of the Company, in person or
by agent, attorney or accountant, as are the books and records of the Company.


 


3

















 


EXECUTION


 


The
parties hereto have executed this Agreement as of the date first above written.


 


	
   

  	
  THE COMPANY:

  
	
   

  	
   

  
	
   

  	
  OCEAN
  RESOURCES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Dennis McLaughlin

  	
   

  
	
   

  	
   

  	
  Dennis
  McLaughlin, Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THE WARRANT HOLDER:

  
	
   

  	
   

  
	
   

  	
  ARGOSY
  INTERNATIONAL, LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Graham Jessop

  	
   

  
	
   

  	
   

  	
  Graham
  Jessop, President

  



 


4

















 


EXHIBIT A


 


SUBSCRIPTION FORM


 


The
undersigned hereby irrevocably subscribes for
                   
shares (the “Stock”) of the Common Stock of Ocean Resources, Inc. (the
“Company”) pursuant to and in accordance with the terms and conditions of the
attached Warrant and hereby makes payment of
$                  
therefore, and requests that a certificate for such shares be issued in the
name of the undersigned and be delivered to the undersigned at the address
stated below.  If such number of shares
is not all of the shares purchasable pursuant to the attached Warrant, the
undersigned requests that a new Warrant of like tenor for the balance of the
remaining shares purchasable thereunder be delivered to the undersigned at the
address stated below.


 


In
connection with the issuance of the Stock, I hereby represent to the Company
that I am acquiring the Stock for my own account for investment and not with a
view to, or for resale in connection with, a distribution of the shares within
the meaning of the Securities Act of 1933, as amended (the “Act”).


 


I
understand that because the Stock has not been registered under the Act, I must
hold such Stock indefinitely unless such Stock is subsequently registered and
qualified under the act or is exempt from such registration and
qualification.  Before I make any
transfer or disposition of any shares of the Stock, I agree to give to the
Company written notice of my intention to do so and to describe briefly the
manner of such proposed transfer or disposition.  I shall make no such transfer or disposition unless (a) such
transfer or disposition can be made without registration under the Act by
reason of specific exemptions from such registration and such qualification, or
(b) a registration statement has been filed pursuant to the Act and has been
declared effective with respect to such disposition.


 


I
agree that each certificate representing the Stock delivered to me shall bear
substantially the following legend:


 


“The shares represented by this certificate have not been registered
under the Securities Act of 1933, as  amended. 
The shares may not be sold or transferred in the absence of such
registration or an exemption therefrom under said Act.”


 


I
further agree that the Company may place stop orders on the certificates
evidencing the Stock with the transfer agent, if any, to the same effect as the
above legend.  The legend and stop
transfer notice referred to above shall be removed only upon my furnishing to
the Company an opinion of counsel (reasonably satisfactory to the Company) to
the effect that such legend may be removed.


 


	
  Signed:
  ARGOSY INTERNATIONAL, LTD.

  	
  Date:
  

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Address:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
									



 


5