Unassociated Document


    Exhibit
10.6


     

     

     

    


     

    
      
        	
                MEMORANDUM
      OF UNDERSTANDING

              


      

    

     

     

    
      
        	
                Omagine,
      Inc.

              


      

    

     

     

    
      
        	
                Journey
      of Light, Inc.

              


      

       

    

     

    
      
        	
                Consolidated
      Contractors International Company,
S.A.

              


      

    

     

     

    
      
        	
                and

              


      

    

     

     

    
      
        	
                Omani
      Union Real Estate Development Company
LLC

              


      

    

     

     

    
      
        	
                Dated:
      June 8, 2008

              


      

    

     

    


     


    
      
         


      

      
        1

        
          

        

      

      
         


        
          Memorandum
of Understanding

           

            
              

            

          

        

      

    


     

    This
memorandum of understanding (“MOU”) is signed this 8th day of June 2008 by and
between:

     

    Omagine
Inc., a Delaware USA corporation (“OMAG”), Journey of Light, Inc., a New York
USA corporation (“JOL”) and Consolidated Contractors International Company,
S.A., a Panamanian corporation (“CCIC”) on the one hand,

     

    
      
        	
                and

              


      

    

     

    Omani
Union Real Estate Development Company LLC , an Omani limited liability company
(“ORDC”), on the other hand.

     

    OMAG, JOL
and CCIC are collectively referred to herein as the Founder Shareholders. The
Founder Shareholders and ORDC are referred to herein individually as a “Party”
and collectively as the “Parties”.

     

    
      	
              1

            	
              BACKGROUND.

            


    

     

    
      	
              1.1

            	
              The
      Founder Shareholders expect that a development agreement will be signed
      soon between Omagine SAOC, a closed joint stock company of the Sultanate
      of Oman currently under formation by the Founder Shareholders (the
      “Project Company”) and the Government of Oman (the “Development
      Agreement”).

            


    

     

    
      	
              1.2

            	
              A
      draft copy of the Development Agreement including its Schedules and
      Appendix A, all of which are dated June  2008 and marked Omagine
      V.21, (the “Draft Agreement”) is attached hereto as Exhibit A. The Draft
      Agreement sets out in detail the terms and conditions governing the
      development, management, operation and implementation of the Omagine
      Project on the one million (1,000,000) square meter plot of land
      identified by Schedule 2.1.1 of the Draft
  Agreement.

            


    

     

    
      	
              1.3

            	
              ORDC
      is fully aware of the details of the Draft Agreement and is hereby acting
      in reliance thereon.

            


    

     

    
      	
              1.4

            	
              Capitalized
      terms in this MOU shall unless otherwise specified herein have the
      meanings that shall be assigned to them in the Development
      Agreement.

            


    

     

    
      	
              1.5

            	
              The
      Government requires that the Project Company have at least thirty percent
      (30%) of the shares of the capital stock of the Project Company (the
      “Shares”) owned by Omani Persons (the “Omani Shareholder
      Obligation”).

            


    

     

    
      	
              2

            	
              THE
      SHARES / SHAREHOLDERS’ AGREEMENT.

            


    

     

    
      	
              2.1

            	
              The
      Parties hereby agree that within thirty (30) Days after the latter of (i)
      the Effective Date or (ii) the Corporate Formation of the Project Company,
      ORDC shall:

            


    

     

    
      	
               
      

            	
              a)

            	
              execute
      and deliver a subscription agreement (“Subscription Agreement”) whereby
      ORDC subscribes for one hundred thousand (100,000) Shares (the “ORDC
      Shares”). The ORDC Shares shall be equal to twenty percent (20%) of the
      issued share capital of the Project Company and the date of such execution
      and delivery of the Subscription Agreement by ORDC is hereby defined as
      the “Subscription Date”, and

            


    

     

    
      	
               
      

            	
              b)

            	
              agree
      in the Subscription Agreement to pay an investment amount of one hundred
      twenty-two Omani Rials and eight hundred fifty Baisa (OMR 122.850) for
      each Share for a total aggregate amount of twelve million two hundred
      eighty-five thousand Omani Rials (OMR 12,285,000) [the “ORDC Investment”]
      for the ORDC Shares.

            



      
        
           


        

        
          2

          
            

          

        

        
           


          
            Memorandum
of Understanding

             

              
                

              

            

          

        

      

    

     

    
      	
              2.2

            	
              Subsequent
      to the Effective Date, the Project Company will do all things necessary to
      (i) arrange with the Lenders the necessary construction financing for the
      Project, and (ii) arrive at that date (the “Financial Closing Date”) on
      which the legally binding documents providing such construction financing
      are executed and delivered by the Project Company and the
      Lenders.

            


    

     

    
      	
              2.3

            	
              The
      Parties hereby agree that ORDC shall pay the ORDC Investment to the
      Project Company and the Project Company shall issue the ORDC Shares to
      ORDC in accordance with, as the case may be, the following schedule or the
      provisions of paragraph 2.4:

            


    

     

    
      	
               
      

            	
              a)

            	
              On
      the Subscription Date and on the first Business Day of each of the five
      (5) Months next following the Subscription Date, ORDC shall pay one
      million five hundred thirty five thousand six hundred twenty five Omani
      Rials (OMR 1,535,625) to the Project Company for a total six (6) Month
      aggregate amount of nine million two hundred thirteen thousand seven
      hundred fifty Omani Rials (OMR 9,213,750) and the Project Company shall
      issue twelve thousand five hundred (12,500) of the ORDC Shares to ORDC on
      the Subscription Date and on the first Business Day of each Month of such
      five Month period for a total six Month aggregate of seventy five thousand
      (75,000) of the ORDC Shares, and

            


    

     

    
      	
               
      

            	
              b)

            	
              On
      the Financial Closing Date, ORDC shall pay three million seventy one
      thousand two hundred fifty Omani Rials (OMR 3,071,250) to the Project
      Company and the Project Company shall issue twenty five thousand (25,000)
      of the ORDC Shares to ORDC.

            


    

     

    
      	
              2.4

            	
              The
      Parties agree that the schedule of payments for the ORDC Investment as
      outlined in paragraph 2.3 of this MOU has been agreed based upon the
      assumption (which is unlikely to be accurate) that the Financial Closing
      Date will occur six (6) Months after the Effective Date. Notwithstanding
      anything to the contrary contained in paragraph 2.3 of this MOU, the
      Parties hereby covenant and agree with each other that on the Financial
      Closing Date (whenever that date may occur) the entire unpaid balance of
      the ORDC Investment as of such Financial Closing Date (whatever that
      amount turns out to actually be) shall be paid to the Project Company on
      such Financial Closing Date in exchange for the issuance by the Project
      Company to ORDC of the entire remaining balance of the un-issued ORDC
      Shares as of such Financial Closing
Date.

            


    

     

    
      	
              2.5

            	
              The
      terms and conditions in respect of the ORDC Investment and the ORDC Shares
      as indicated in Paragraphs 2.1, 2.2, 2.3 and 2.4 hereof shall be
      incorporated into a shareholders’ agreement among the Founder
      Shareholders, other shareholders and ORDC (“Shareholders’ Agreement”). All
      other details, terms and conditions of the Shareholders’ Agreement shall
      be subject to agreement among the Founder Shareholders, the other
      shareholders and ORDC and the Parties agree to negotiate and execute the
      Shareholders’ Agreement within thirty (30) Days after the Effective
      Date.

            


    

     

    
      	
              2.6

            	
              The
      Founder Shareholders and ORDC shall agree in the Shareholders’ Agreement
      that (i) the Project Company’s corporate governance shall comply with the
      rules and regulations of the Sultanate of Oman, (ii) the Project Company
      will be managed by its Board of Directors which shall be elected by the
      shareholders of the Project Company, (iii) ORDC shall have representation
      on the Board of Directors of the Project Company proportionate to its
      ownership of and in accordance with its rights pursuant to the laws of
      Oman as an owner of Shares in the Project Company and (iv) the Project
      Company shall have a professional management team to develop and implement
      the Omagine Project which shall be appointed by and be responsible to the
      Board of Directors.

            



      
        
           


        

        
          3

          
            

          

        

        
           


          
            Memorandum
of Understanding

             

              
                

              

            

          

        

      

    

     

    
      	
              2.7

            	
              Promptly
      after the Execution Date, OMAG will engage BankMuscat to update the
      financial model of the Omagine Project and, upon it being delivered to
      OMAG, will promptly thereafter deliver a copy of such updated financial
      model to ORDC.

            


    

     

    
      	
              3

            	
              GENERAL

            


    

     

    
      	
              3.1

            	
              This
      MOU does not create a partnership or otherwise bind the Parties and only
      the Shareholders’ Agreement, if and when executed by the Parties, shall be
      a definitive legally binding
agreement.

            


    

     

    
      	
              3.2

            	
              Neither
      Party may assign any of its rights or obligations conferred by this MOU
      without the prior written consent of the other
  Party.

            


    

     

    
      	
              3.3

            	
              This
      MOU and the agreements contemplated hereby will automatically terminate
      (i) upon the mutual written consent of the Parties, or (ii) on July 31,
      2008 if the Execution Date has not occurred on or before July 31, 2008, or
      (iii) ninety Days after the Effective Date (the “Delivery Period”) if the
      Execution Date occurs on or before July 31, 2008 and for any reason the
      Shareholders’ Agreement has not been signed within such Delivery Period,
      or (iv) upon the execution by the Parties of the Shareholders’
      Agreement.

            


    

     

    
      	
              3.4

            	
              The
      Parties may execute this MOU by means of the exchange of signed copies
      which are scanned and then e-mailed to the other Party or via
      facsimile.

            


    

     

    
      	
              3.5

            	
              The
      Parties may execute this MOU in counterparts that shall, in the aggregate,
      when signed by both Parties constitute one and the same instrument and
      thereafter each counterpart shall be deemed to be an original instrument
      as against the Party that has signed
it.

            


    

     

    
      	
              4.

            	
              CONDITION
      PRECEDENT

            


    

     

    
      	
               
      

            	
              The
      Parties acknowledge and agree that in order to satisfy the Omani
      Shareholder Obligation, the Founder Shareholders have held discussions
      with the Royal Court Affairs (“RCA”) and are awaiting RCA’s decision
      before June 18, 2008 (the “Decision Date”) regarding RCA subscribing for
      ten percent (10%) of the Shares (the “RCA Shares”). If RCA decides not to
      subscribe for the RCA Shares or fails to respond to the Founder
      Shareholders on or before the Decision Date then this MOU shall govern the
      understanding between the Parties. The Parties hereby agree however that
      if RCA decides to subscribe for the RCA Shares then the number of ORDC
      Shares mentioned in this MOU shall be reduced to 50,000 Shares and the
      ORDC Investment and the payments mentioned in Clause 2.3 and Clause 2.4
      shall be proportionately adjusted.

            



      
        
           


        

        
          4

          
            

          

        

        
           


          
            Memorandum
of Understanding

             

              
                

              

            

          

        

      

Signed
for and on behalf of the Founder Shareholders and the Project
Company

     

     

    
      
        
          
            
              
                
                  
                    
                      
                        	Omagine,
      Inc.	 	Journey
      of Light, Inc.	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	By:	
                                /s/

                              	 	By:
      	
                                /s/
      

                              	 
	 	
                                      
                                  Frank
      J. Drohan

                                

                              	 	 	
                                      
                                  Frank
      J. Drohan

                                

                              	 
	 	
                                      
                                  Chairman

                                

                              	 	 	
                                      
                                  Chairman

                                

                              	 


                      

                       

                       

                    

                  

                

              

            

          

        

      

    

    
      Consolidated
Contractors International Company, S.A.

    

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  	 	 	 	 
	By:	
                                          /s/

                                        	 	 
	 	
                                          Fathi A. Alaaiddin, P.O.A

                                        	 	 	 
	 	
                                          As Attorney-in-Fact

                                        	 	 	 


                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

     

    Signed
for and on behalf of Omani Union Real Estate Development Company
LLC

     

     

    
      Omani
Union Real Estate Development Company LLC

    

     

    
      	 	 	 	 
	By:	
              /s/

            	 	 
	 	      
              Hussain
      Jawad

            	 	 	 
	 	      
              Chairman

            	 	 	 




     

     

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