Unassociated Document


    Exhibit 10.8


     

    


     

    


     

    


     

    


     

    
      MEMORANDUM
OF UNDERSTANDING

    

     

     

    
      Omagine,
Inc.

    

     

     

    
      Journey
of Light, Inc.

    

     

    


    Consolidated
Contractors International Company, S.A.

     

     

    
      and

       

    

     

    Royal
Court Affairs

    
 

     

    
      Dated:
June 26, 2008

    

     

    


    
      
        
           


        

        
          1

          
            

          

        

        
           


          
            Memorandum
of Understanding

             

              
                

              

            

          

        

      

    


    This
memorandum of understanding (“MOU”) is signed this 26th 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

    

     

    Royal Court Affairs, an Omani
organization (“RCA”), on the other hand.

     

    OMAG, JOL
and CCIC are collectively referred to herein as the Founder Shareholders. The
Founder Shareholders and RCA 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 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

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

            


    

     

    
      	
              1.5

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

            


    

     

    
      	
              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,
      RCA shall:

            


    

     

    
      	
               
      

            	
              a)

            	
              execute
      and deliver a subscription agreement (“Subscription Agreement”) whereby
      RCA subscribes for sixty two thousand five hundred (62,500) shares of the
      capital stock of the Project Company (the “Shares”). The date of such
      execution and delivery of the Subscription Agreement by RCA is hereby
      defined as the “Subscription Date”. The Shares shall be equal to twelve
      and one-half percent (12.5%) of the issued share capital of the Project
      Company on the Financial Closing 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 seven million six hundred
      seventy eight thousand one  hundred twenty five Omani Rials (OMR
      7,678,125) [the “RCA Investment”] for the
  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 RCA shall pay the RCA Investment to the Project
      Company and the Project Company shall issue the Shares to RCA 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, RCA shall pay nine
      hundred fifty eight thousand two hundred thirty Omani Rials (OMR 958,230)
      to the Project Company for a total six (6) Month aggregate amount of five
      million seven hundred forty nine thousand three hundred eighty Omani Rials
      (OMR 5,749,380) and the Project Company shall issue seven thousand eight
      hundred (7,800) of the Shares to RCA 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 forty six thousand eight hundred (46,800) of the
      Shares, and

            


    

     

    
      	
               
      

            	
              b)

            	
              On
      the Financial Closing Date, RCA shall pay one million nine hundred twenty
      eight thousand seven hundred forty five Omani Rials (OMR 1,928,745) to the
      Project Company and the Project Company shall issue fifteen thousand seven
      hundred (15,700) of the Shares to
RCA.

            


    

     

    
      	
              2.4

            	
              The
      Parties agree that the schedule of payments for the RCA 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 RCA 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 RCA of the entire remaining balance of the un-issued Shares as of such
      Financial Closing Date.

            


    

     

    
      	
              2.5

            	
              The
      terms and conditions in respect of the RCA Investment and the 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 RCA (“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 RCA
      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 RCA 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) RCA 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 RCA.

            


    

     

    
      	
              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

          
            

          

        

        
           


          
            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 Royal Court Affairs

      

       

      
        	 	 	 	 
	By:	
                /s/

              	 	 
	 	 	 	 	 
	 	      
                 

              	 	 	 


      

       

       

       

       

       

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