Exhibit 10.3


 


CONTRIBUTION AGREEMENT


 


This Contribution Agreement (“Agreement”) is entered into
effective as of December 1, 2003 (the “Effective Date”) by and between
Ocean Resources, Inc., a Delaware Corporation (“Ocean”), and
Worldwide Blue Ocean Technologies, L.L.C., a Texas limited liability company (“WBOT”).


 


RECITALS


 


WHEREAS, Ocean desires to contribute $1000.00 to WBOT, in exchange for
a 100% ownership interest in WBOT (the “WBOT Interest”);


 


NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants and agreements hereinafter set forth, the parties hereby agree as
follows:


 


1.                                       Contribution
by, and Issuance to, Ocean.


 


(a)          Subject to the terms and conditions of this
Agreement, Ocean hereby contributes to WBOT, and WBOT hereby receives and
accepts from Ocean, $1000.00 (the “Ocean Contribution”).


 


(b)         In exchange for the Ocean Contribution, and
subject to the terms and conditions of this Agreement, WBOT hereby issues the
WBOT Interest to Ocean.


 


2.                                       Representations
and Warranties of Ocean.


 


(a)          Ocean is a corporation duly organized,
validly existing and in good standing under the laws of the State of Delaware
and has the requisite power and authority to own, lease and operate its assets
and to carry on its business as it is now being conducted.


 


(b)         Ocean has all requisite power and authority to
execute this Agreement and the other documents contemplated by this Agreement,
and to consummate the transactions contemplated hereby and thereby.


 


(c)          The execution and delivery of this Agreement
by Ocean do not, and the consummation by Ocean of the transactions contemplated
hereby will not:  (i) violate any law,
rule, regulation, ordinance or order, (ii) conflict with any provision of the
articles of organization or regulations of Ocean, (iii) result in a default
under, give rise to a right of termination, cancellation or loss of a benefit
under, or breach any prohibition or restriction on transfer contained in any
agreement to which Ocean is a party or to which any of its properties is
subject, or (iv) require the consent, approval, order or authorization of, or
the


 


1

















 


registration, declaration or filing with (A) any court, governmental or
administrative agency, commission, authority, board, bureau or instrumentality,
whether federal, state or local, or (B) any individual, corporation,
partnership, joint venture, trust, business association or other entity.


 


(d)         The representations and warranties furnished
by Ocean to WBOT in connection with the transactions contemplated by this
Agreement do not contain any untrue statement of material fact and do not omit
any material fact necessary in order to make the statements made, in light of
the circumstances in which they are made, not misleading.


 


3.                                       Indemnification.  Ocean does hereby agree to defend and to
indemnify WBOT and their respective officers, managers, directors, employees,
members, stockholders, agents and representatives against, and to hold them
harmless from, any loss, liability, claim, damage or other expense (including
reasonable legal fees and expenses), as incurred, relating to, arising out of
or in connection with any inaccuracy of any representation or warranty of WBOT
contained in this Agreement or any document delivered in connection herewith.


 


4.                                       Survival.  The covenants and agreements contained in
this Agreement (including the rights to indemnification provided herein) and in
any document delivered in connection herewith shall survive the Closing and
shall remain in full force and effect, regardless of any investigation made by
or on behalf of any party hereto.  All
representations and warranties set forth in this Agreement or in any
Schedule or document furnished pursuant hereto shall survive the Closing
and shall remain in full force and effect, regardless of any investigation made
by or on behalf of any party hereto.


 


5.                                       Counterparts.  This Agreement may be executed in one or
more counterparts, each of which shall be deemed an original and all of which,
taken together, shall be considered one and the same agreement.


 


6.                                       Entire
Agreement; No Third Party Beneficiaries. 
This Agreement (including the documents and instruments referred to
herein) (a) constitutes the entire agreement and supersedes all prior
agreements and understandings, both written and oral, between the parties with
respect to the subject matter hereof and (b) is not intended to confer upon any
person other than the parties hereto any rights or remedies hereunder.


 


7.                                       Governing
Law.  This Agreement shall be
governed by and construed in accordance with the laws of the State of Texas,
excluding the conflicts of law or choice of law provisions thereof.


 


8.                                       Assignment.  Neither this Agreement nor any of the
rights, interests or obligations hereunder shall be assigned by any of the
parties hereto without the prior written consent of the other parties.  Subject to the preceding sentence, this
Agreement will be binding upon, inure to the benefit of and be enforceable by
the parties and their respective


 


2

















 


successors and permitted assigns.


 


9.                                       Entire
Agreement; Amendment.  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 duly signed by each of the parties hereto.


 


10.                                 Further
Assurances.  Each party hereto
agrees to execute and deliver any and all documents, and to perform such other
acts, as may be reasonably necessary or expedient to further the purposes of
this Agreement or any document delivered in connection herewith or to further
assure the benefits intended to be conferred hereby or thereby.


 


 


IN WITNESS WHEREOF, Ocean and WBOT have caused this Agreement to be
signed by their respective duly authorized parties, all as of the date first
written above.


 


	
  Ocean Resources,
  Inc.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Dennis McLaughlin

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  
	
  Title:

  	
  /s/ President

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Worldwide Blue
  Ocean Technologies, L.L.C.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Marcus Taber Wetz

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  
	
  Title:

  	
  /s/ Secretary

  	
   

  	
   

  
							



 


3