Exhibit
10.61


 


OMAGINE,
INC.


 


Promissory
Note Due December 31, 2017 (the “Note”)


 


	$8,000	September 15, 2017




 


1. Omagine,
Inc., a Delaware corporation (the “Company”), for value received, hereby promises to pay to Jeffrey A. Grossman (the
“Lender”) the sum of Eight Thousand United States Dollars ($8,000) [the “Principal Amount”] on December
31, 2017 (the “Maturity Date”), and to pay interest (computed on the basis of a 365-day year) from September 15, 2017
on the unpaid balance of such principal amount from time to time outstanding at the rate of ten percent (10%) per annum, such
interest to due and payable on the Maturity Date.


 


2.Prepayment
of Principal.The principal indebtedness represented by this Note may be prepaid at any time in whole or in part, without
the consent of the Lender.


 


3.Default.The
entire unpaid principal of this Note shall become and be immediately due and payable upon written demand of the Lender, without
any other notice or demand of any kind or any presentment or protest, if any one of the following events (each, an “Event
of Default”) shall occur and be continuing at the time of such demand, whether voluntarily or involuntarily, or, without
limitation, occurring or brought about by operation of law or pursuant to or in compliance with any judgment, decree or order
of any court or any order, rule or regulation of any governmental body:


 


(a) If
default shall be made in the payment on the Maturity Date of any portion of principal on this Note and if any such default shall
remain un-remedied for ten (10) days; or


 


(b) If
the Company (i) makes a composition or an assignment for the benefit of creditors, (ii) applies for, consents to, acquiesces in,
or files a petition seeking a reorganization, arrangement with creditors or other remedy, relief or adjudication available to
or against a bankrupt, insolvent or debtor under any bankruptcy or insolvency law or any law affecting the rights of creditors
generally, or


 


(c)
If an order for relief shall have been entered by a bankruptcy court or if a decree, order or judgment shall have been entered
adjudging the Company insolvent, or appointing a receiver, liquidator, custodian or trustee, in bankruptcy or otherwise, for it
or for all or a substantial portion of its assets, or approving the winding-up or liquidation of its affairs on the grounds of
insolvency or nonpayment of debts, and such order for relief, decree, order or judgment shall remain un-discharged or un-stayed
for a period of sixty (60) days; or


 


(d) If
the Company shall fail to perform any covenant, condition or agreement under this Note.


 






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4.Representations
and Warranties.The Company represents and warrants to the Lender that:


 


(a) the
Company is duly organized, validly existing, and in good standing under the laws of the State of Delaware and is duly qualified
and in good standing in every other jurisdiction where the nature of its business or the location or ownership of its properties
requires such qualification;


 


(b) the
Company has the full corporate power and authority to execute and deliver this Note and to perform all of its obligations hereunder,
and all necessary corporate action has been taken to execute and deliver this Note and to make the borrowings hereunder;


 


(c) this
Note constitutes the legal, valid, and binding obligation of the Company, enforceable against the Company in accordance with its
terms, subject to applicable bankruptcy, insolvency, reorganization or similar laws generally affecting the enforcement of the
rights of creditors; and


 


(d) the
execution, delivery and performance by the Company of this Note do not (i) violate any provisions of the Company’s Certificate
of Incorporation, bylaws or any contract, agreement, law, regulation, order, decree or writ to which the Company or any of its
properties are subject, or (ii) require the consent or approval of any person, entity or authority that has not been obtained,
including, without limitation, any regulatory authority or governmental body of the United States of America or any state thereof.


 


5.Representations
and Warranties of the Holder.The Lender hereby represents and warrants to the Company as follows:


 


(a) The
Lender has full power and authority to enter into and perform its obligations under this Note in accordance with its respective
terms.


 


(b) The
Lender is an Accredited Investor within the definition set forth in Rule 501(a) of the U.S. Securities Act of 1933, as amended
(the “Act”). The Lender is familiar with the Company, its business and its personnel and has adequate net worth and
means of providing for its current needs and contingencies.


 


(c) The
Company may take and act in accordance with the written instructions of the Lender with respect to any matter between the parties
pursuant to this Note.


 


6. General.


 


(a) Successors
and Assigns. This Note and the obligations and rights of the Company hereunder shall be binding upon and inure to the
benefit of the Company, the Lender, and its respective heirs, successors and permitted assigns.


 


(b) Recourse.
Recourse under this Note shall be to the general unsecured assets of the Company only and in no event to the officers, directors
or stockholders of the Company.


 


(c) Changes.
Changes in or additions to this Note may be made, or compliance with any term, covenant, agreement, condition or provision set
forth herein may be omitted or waived (either generally or in a particular instance and either retroactively or prospectively),
only upon the written consent of both the Company and the Lender.


 






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(d) Currency.
All payments shall be made in such coin or currency of the United States of America as at the time of payment shall be legal tender
therein for the payment of public and private debts.


 


(e) Notices.
All notices, requests, consents and demands shall be made in writing and shall be mailed postage prepaid, or delivered by hand,
to the Company or to the Lender at their respective addresses set forth below or to such other address as may be furnished in
writing to the other party hereto:


 


	 	If
    to the Lender:	 	If
    to the Company:
	 	Jeffrey
    A. Grossman	 	Omagine,
    Inc.
	 	35
    Rochelle Drive	 	136
    Madison Avenue
	 	New
    City, NY 10956-5852	 	5th
    Floor
	 	 	 	New
    York, NY 10016
	 	 	 	Attention:
    President


  


(f)Saturdays,
Sundays, Holidays.If any date that may at any time be specified in this Note as a date for the making of any payment
of the Principal Amount under this Note shall fall on Saturday, Sunday or on a day which in the City of New York, New York in
the United States of America shall be a legal holiday, then the date for the making of that payment shall be the next subsequent
day which is not a Saturday, Sunday or legal holiday therein.


 


(g) Governing
Law. This Note shall be construed and enforced in accordance with, and the rights of the parties shall be governed by,
the laws of the State of New York in the United States of America.


 


(h) Headings.
The headings in this Note are for purposes of reference only and shall not limit or otherwise affect the meaning of any provision
hereof.


  


IN
WITNESS WHEREOF, the Company has caused this Note to be executed and delivered in its name as of the date first written above.


  


	 	Omagine,
    Inc.
	 	 	 
	 	By:
    	/s/ Charles
    P. Kuczynski 
	 	 	Charles
    P. Kuczynski
	 	 	Vice
    President, Secretary


 


 


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