Exhibit
10.54


 


AMENDMENT
#4 TO CONVERTIBLE PROMISSORY NOTE


 


This
Amendment #4 to Convertible Promissory Note (this “Amendment”) is entered into as of September 14, 2017, by
and between St. George Investments LLC, a Utah limited liability company (“Lender”),
and Omagine, Inc., a Delaware corporation (“Borrower”). Capitalized
terms used in this Amendment without definition shall have the meanings given to them in the Note (as defined below).


 


A.      Borrower previously issued to Lender a Convertible Promissory Note dated November 14, 2016 in the principal amount of $185,000.00
(the “Note”).


 


B.       Effective as of May 10, 2017, Borrower and Lender entered into that certain Amendment to Convertible Promissory Note (the “First
Amendment”), pursuant to which, among other modifications, Borrower and Lender agreed to extend the Maturity Date of
the Note.


 


C.       Effective as of July 12, 2017, Borrower and Lender entered into that certain Amendment #2 to Convertible Promissory Note (the
“Second Amendment”), pursuant to which, among other modifications, Borrower and Lender agreed to extend the
Maturity Date of the Note.


 


D.       Effective as of August 14, 2017, Borrower and Lender entered into that certain Amendment #3 to Convertible Promissory Note (the
“Third Amendment”, and together with the First Amendment and the Second Amendment, the “Prior Amendments”),
pursuant to which, among other modifications, Borrower and Lender agreed to extend the Maturity Date of the Note.


 


E.        Borrower has requested that Lender once again extend the Maturity Date of the Note (the “Extension”).


 


F.        Lender has agreed, subject to the terms, amendments, conditions and understandings expressed in this Amendment, to grant the Extension.


 


NOW
THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree
as follows:


 


1.       Recitals.
Each of the parties hereto acknowledges and agrees that the recitals set forth above in this Amendment are true and accurate and
are hereby incorporated into and made a part of this Amendment.


 


2.       Extension.
The first sentence of the Note is deleted in its entirety and replaced with the following:


 


“FOR
VALUE RECEIVED, Omagine, Inc., a Delaware corporation (“Borrower”),
promises to pay to St. George Investments LLC, a Utah limited liability company,
or its successors or assigns (“Lender”), $185,000.00 and, if applicable, any interest, fees, charges, and late
fees on or before October 17, 2017 (the “Maturity Date”).”


 


3.       Extension
Fee. In consideration of Lender’s grant of the Extension, its fees incurred in preparing this Amendment and other accommodations
set forth herein, Borrower agrees to pay to Lender on or before September 17, 2017 an extension fee in the amount of $8,000.00
(the “Extension Fee”). The Extension Fee shall be payable to Lender via wire transfer of immediately available
funds on or before September 17, 2017.


 






     

     


    

 


4.       Affirmation
of Note Balance. The Note shall be and remain in full force and effect in accordance with its terms and is hereby ratified
and confirmed in all respects. Borrower and Lender agree that the outstanding balance of the Note as of the date hereof is $185,000.00.


 


5.       Conditionality
of Extension. The Extension is conditioned upon and subject to Borrower’s payment to Lender of the Extension Fee and
the Extension shall not be effective unless and until Lender has received the Extension Fee.


 


6.       Representations
and Warranties. In order to induce Lender to enter into this Amendment, Borrower, for itself, and for its affiliates, successors
and assigns, hereby acknowledges, represents, warrants and agrees as follows:


 


(a)Borrower
has full power and authority to enter into this Amendment and to incur and perform all obligations and covenants contained herein,
all of which have been duly authorized by all proper and necessary action. No consent, approval, filing or registration with or
notice to any governmental authority is required as a condition to the validity of this Amendment or the performance of any of
the obligations of Borrower hereunder.


 


(b)There
is no fact known to Borrower or which should be known to Borrower which Borrower has not disclosed to Lender on or prior to the
date of this Amendment which would or could materially and adversely affect the understanding of Lender expressed in this Amendment
or any representation, warranty, or recital contained in this Amendment.


 


(c)Except
as expressly set forth in this Amendment, Borrower acknowledges and agrees that neither the execution and delivery of this Amendment
nor any of the terms, provisions, covenants, or agreements contained in this Amendment shall in any manner release, impair, lessen,
modify, waive, or otherwise affect the liability and obligations of Borrower under the terms of the Transaction Documents.


 


(d)Borrower
has no defenses, affirmative or otherwise, rights of setoff, rights of recoupment, claims, counterclaims, actions or causes of
action of any kind or nature whatsoever against Lender, directly or indirectly, arising out of, based upon, or in any manner connected
with, the transactions contemplated hereby, whether known or unknown, which occurred, existed, was taken, permitted, or begun
prior to the execution of this Amendment and occurred, existed, was taken, permitted or begun in accordance with, pursuant to,
or by virtue of any of the terms or conditions of the Transaction Documents. To the extent any such defenses, affirmative or otherwise,
rights of setoff, rights of recoupment, claims, counterclaims, actions or causes of action exist or existed, such defenses, rights,
claims, counterclaims, actions and causes of action are hereby waived, discharged and released. Borrower hereby acknowledges and
agrees that the execution of this Amendment by Lender shall not constitute an acknowledgment of or admission by Lender of the
existence of any claims or of liability for any matter or precedent upon which any claim or liability may be asserted.


 


(e)Borrower
represents and warrants that as of the date hereof no Events of Default or other material breaches exist under the Transaction
Documents or have occurred prior to the date hereof.


 






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7.       Certain
Acknowledgments. Each of the parties acknowledges and agrees that no property or cash consideration of any kind whatsoever
has been or shall be given by Lender to Borrower in connection with the Extension or any other amendment to the Note granted herein.


 


8.       Other
Terms Unchanged. The Note, as amended by the Prior Amendments and this Amendment, remains and continues in full force and
effect, constitutes legal, valid, and binding obligations of each of the parties, and is in all respects agreed to, ratified,
and confirmed. Any reference to the Note after the date of this Amendment is deemed to be a reference to the Note as amended by
the Prior Amendments and this Amendment. If there is a conflict between the terms of this Amendment and the Note, the terms of
this Amendment shall control. If there is a conflict between the terms of the Prior Amendments and this Amendment, the terms of
this Amendment shall control. No forbearance or waiver may be implied by this Amendment. Except as expressly set forth herein,
the execution, delivery, and performance of this Amendment shall not operate as a waiver of, or as an amendment to, any right,
power, or remedy of Lender under the Note, as in effect prior to the date hereof. For the avoidance of doubt, this Amendment shall
be subject to the governing law, venue, and Arbitration Provisions, as set forth in the Note.


 


9.       No
Reliance. Borrower acknowledges and agrees that neither Lender nor any of its officers, directors, members, managers, equity
holders, representatives or agents has made any representations or warranties to Borrower or any of its agents, representatives,
officers, directors, or employees except as expressly set forth in this Amendment, the Prior Amendments, and the Transaction Documents
and, in making its decision to enter into the transactions contemplated by this Amendment, the Prior Amendments, and the Transaction
Documents, Borrower is not relying on any representation, warranty, covenant or promise of Lender or its officers, directors,
members, managers, equity holders, agents or representatives other than as set forth in this Amendment, the Prior Amendments,
and the Transaction Documents.


 


10.       Counterparts.
This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together
shall constitute one instrument. The parties hereto confirm that any electronic copy of another party’s executed counterpart
of this Amendment (or such party’s signature page thereof) will be deemed to be an executed original thereof.


 


11.       Further
Assurances. Each party shall do and perform or cause to be done and performed, all such further acts and things, and shall
execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request
in order to carry out the intent and accomplish the purposes of this Amendment and the consummation of the transactions contemplated
hereby.


 


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IN
WITNESS WHEREOF, the undersigned have executed this Amendment as of the date set forth above.


 


	 	BORROWER:
	 	 	 
	 	OMAGINE, INC.
	 	 	 
	 	By:	/s/
    Charles P. Kuczynski
	 	Name:	Charles P. Kuczynski
	 	Title:	Vice President, Secretary



 


	 	LENDER:
	 	 	 
	 	St. George
    Investments LLC
	 	 	 
	 	By:	Fife Trading, Inc., its Manager
	 	 	 
	 	By:	/s/
    John M. Fife
	 	 	John M. Fife, President






 


 


[Signature
page to Amendment to Promissory Note]