Exhibit
10.48


 


AMENDMENT
AGREEMENT


 


This
amendment agreement dated as of December 30, 2016 (the “Amendment Agreement”) is an amendment to that certain consulting
agreement (the “March Agreement”) dated March 19, 2007 between Omagine, Inc., a Delaware corporation (the “Company”)
and Sam Hamdan, an individual (“Hamdan”).


 


The
Company and Hamdan acknowledge that the March Agreement was most recently amended on December 30, 2015.


 


All
capitalized terms in this Amendment Agreement shall, unless otherwise indicated herein, have the meanings assigned to them in
the March Agreement.


 


The
Parties hereby agree as follows:


 


		1)	The
                                         words in Section 2(ii) of the March Agreement are hereby deleted in their entirety and
                                         replaced by the following words: “December 31, 2017, or”, and



 


		2)	Pursuant
                                         to a resolution of the Board of Directors:



 


		a.	the
                                         expiration date of Hamdan’s 750,000 stock options (the “January 2012 Options”)
                                         has been extended to December 31, 2017, and



 


		b.	the
                                         expiration date of Hamdan’s additional 250,000 Options granted to Hamdan on December
                                         29, 2014 (the “December 2014 Options”) which vested on the grant date and
                                         are exercisable at $2.55 per share and which are identical in all other respects to the
                                         January 2012 Options, has also been extended to December 31, 2017, and



 


		3)	All
                                         other terms and conditions of the March Agreement remain in full force and effect.



 


IN
WITNESS WHEREOF, the Parties have executed this Amendment Agreement as of December 30, 2016.


 


	Sam Hamdan	 	Omagine,
    Inc.
	 	 	 	a
Delaware corporation
	 	 	 	 
	By:
    	/s/
    Sam     Hamdan	 	By:	/s/
    Charles P. Kuczynski
	 	Sam
    Hamdan	 	 	Charles
    P. Kuczynski
	 	 	 	 	Vice-President
    


 




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Exhibit
A


CASHLESS
EXERCISE OF JANUARY 2012 & DECEMBER 2014 OPTIONS


 


January
2012 Options and December 2014 Options (the “Options”) which are vested may be exercised in whole or in part by Hamdan
at any time on any Business Day prior to 5 P.M. Eastern Time in the United States on December 31, 2017 (the “Expiration
Date”):


 


		i.	by
                                         delivery of a written notice to the Company (the “Exercise Notice”), of Hamdan’s
                                         election to exercise such Options, which notice shall specify the number of shares of
                                         Common Stock (“Shares”) to be purchased, payment to the Company of an
                                         amount equal to $1.70 per Share or $2.55 per Share, as the case may be, multiplied by
                                         the number of Shares for which the Options are being exercised  (the “Aggregate
                                         Exercise Price”) in cash or wire transfer of immediately available funds and the
                                         surrender of the relevant certificate representing such Options (or an indemnification
                                         undertaking with respect to such Options in the case of the loss, theft or destruction
                                         of such certificate). Such documentation and payment shall be delivered by Hamdan to
                                         a common carrier for overnight delivery to the Company as soon as practicable following
                                         such date, but in no event later than one business day prior to the Expiration Date (“Cash
                                         Basis”) or



 


		ii.	by
                                         delivering an Exercise Notice and in lieu of making payment of the Aggregate Exercise
                                         Price in cash or wire transfer, elect instead to receive upon such exercise the “Net
                                         Number” of shares of Common Stock determined according to the following formula
                                         (the “Cashless Exercise”):



 


	 	Net
    Number	=	(A
    x B) – (A x C)	 
	 	 	 	B	 


 


For
purposes of the foregoing formula:


 


		A
                                         =	the
                                         total number of Shares with respect to which the relevant Options are then being exercised.



 


		B
                                         =	the
                                         Closing Bid Price of the Common Stock on the date of exercise of the relevant Options.



 


		C
                                         =	the
                                         Exercise Price. The Parties agree that the Exercise Price for January 2012 Options is
                                         one dollar and seventy cents ($1.70) in United States currency and the Exercise Price
                                         for December 2014 Options is two dollars and fifty five cents ($2.55) in United States
                                         currency.



 


 


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