**Exhibit 10.6**

 

**MEMBERSHIP INTERESTS PURCHASE AGREEMENT**

 

This Membership Interests Purchase Agreement (this *“Agreement”*),dated effective as of December 1, 2003, is made by and among WorldwideBlue Ocean Technologies, L.L.C., a Texas limited liability company (*“Buyer”*), and each ofOutBack Management Services, L.L.C., a Texas limited liability company (*“OutBackManagement”*) and MAC Partners, L.P., a Texas limited partnership(*“MACPartners”*) (collectively, *“Sellers”*):

 

RECITALS:

 

A.                                   Sellers currently own an aggregate onehundred percent (100%) membership interest in Worldwide Blue Ocean WirelessCommunications, L.L.C., a Texas limited liability company (the *“Company”*).

 

B.                                     Buyer is a 100% subsidiary of OceanResources, Inc. (*“Ocean Resources”*), a Delaware corporation.

 

C.                                     Buyer wishes to pay Sellers an aggregate of350,000 shares of restricted common stock of Ocean Resources (the *“OCRIRestricted Shares”*), as consideration for the purchase ofSellers’ entire membership interests in the Company, their capital accounts,all rights represented by such membership interests, and all goodwillassociated therewith (collectively, the *“Interests”*).

 

D.                                    Sellers wish to sell the Interests to Buyerupon the terms and subject to the conditions set forth in this Agreement.

 

**Agreement**

 

NOW,THEREFORE, in consideration of the foregoing premises and the representations,warranties, and covenants hereinafter set forth, and for other good andvaluable consideration, the receipt and sufficiency of which are herebyacknowledged, the parties agree as follows:

 

**1.****                                     ****Sale and Purchase**.  Subject to the terms andconditions herein set forth, and in reliance upon the representations,warranties and covenants contained herein, Buyer agrees to purchase theInterests from Sellers, and Sellers agree to sell the Interests to Buyer.

 

**2.****                                     ****Purchase Price**.   The purchase price for theInterests shall be 350,000 OCRI Restricted Shares (held by Buyer), to beapportioned as follows:  175,000 OCRIRestricted Shares to OutBack Management, and 175,000 OCRI Restricted Shares toMAC Partners.

 

**3.**                                      **Advance Payments forManagement/Consulting Services**.  Byway of advance payment for the rendering of management and consulting servicesto WBOW (and thereby, indirectly, to Ocean Resources), Buyer also agrees totransfer to OutBack Management and MAC Partners an aggregate of 350,000 FormS-8 shares of common stock of Ocean Resources (the *“OCRI Unrestricted Shares”*),to be apportioned as follows:  175,000OCRI Unrestricted

 

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Shares to OutBackManagement, and 175,000 OCRI Unrestricted Shares to MAC Partners.

 

**4.**                                      **Representations andWarranties of Sellers**.  Sellershereby represent and warrant to Buyer that:

 

(a)                                  Sellers own all of the issued and outstandingInterests in the Company, in the following proportions:  OutBack Management, fifty percent (50%); andMAC Partners, fifty percent (50%).

 

(b)                                 Sellers are the sole legal and beneficialowners of the Interests, free and clear of any and all liens, claims, andencumbrances, with full power to transfer the same as contemplated herein.

 

(c)                                  Sellers are not parties to or bound by anycontract, promissory note, agreement, commitment, or obligation, creating orsecuring indebtedness, obligations, or liabilities, a breach or default ofwhich would be triggered by Sellers’ execution and delivery of this Agreement.

 

(d)                                 Sellers have had an opportunity (i) todiscuss Ocean Resources’ business, management and financial affairs with OceanResources’ management, (ii) to review Ocean Resources’ business plans and otherinformation that they deemed necessary to evaluate any investment in OceanResources, and (iii) to ask questions of officers of Ocean Resources, whichquestions have been answered to Sellers’ satisfaction.  Each of Sellers (a) is an “accreditedinvestor” as defined under Regulation D of the rules promulgated under theSecurities Act of 1933 or, if not an accredited investor, (b) has suchknowledge and experience in financial and business matters, either alone orwith its purchaser representative(s), that it is capable of evaluating themerits and risks of a prospective investment in Ocean Resources commonstock.  Each of Sellers is acquiring theOCRI Restricted Shares and the OCRI Unrestricted Shares for its own account forinvestment purposes and not with a view to or for resale in connection with anydistribution or public offering thereof within the meaning of the SecuritiesAct of 1933.  Each of Sellers isacquiring the shares of Ocean Resources common stock in the State of Texas.

 

**5.**                                      **Representations and Warranties of Buyer**. Buyer hereby represents and warrants to Sellers that:

 

## (a)                                  Buyer is alimited liability company duly organized, validly existing and in good standingunder the laws of the State of Texas, and has all requisite organizationalpower and authority to enter into, perform and carry out all of its duties andobligations in the transaction contemplated by this Agreement.

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## (b)                                 The execution,delivery and performance of this Agreement and the consummation of the transactionson the part of Buyer contemplated hereunder have been duly authorized by allnecessary organizational action on the part of Buyer.  This Agreement is (or will be when executed and deliveredpursuant hereto) the legal, valid and binding obligation of Buyer, enforceablein accordance with its terms.

 

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## (c)                                  Neither theexecution and delivery of this Agreement by Buyer, nor Buyer’s compliance withany of the terms and provisions of this Agreement, nor the consummation of thetransactions contemplated hereby, will conflict with or result in a violationof, or constitute a material default under, its articles of organization,regulations or any other agreement, contract or commitment to which it is a party;nor will the performance by Buyer of its obligations hereunder violate anyjudgment, order, injunction, decree, regulation or ruling of any court orgovernmental authority to which Buyer is subject.

 

**6.**                                      **Entire Agreement; Amendments**.  Each of the parties representsthat no promise or agreement which is not expressed in this Agreement, has beenmade to such party in executing this Agreement, and none of the parties isrelying upon any statement or representation not contained in this Agreement.  ThisAgreement constitutes the entire understanding among the parties heretorelative to the subject matter hereof, superseding any and all prioragreements, arrangements, and understandings, written or oral, between theparties.  This Agreement may be amendedonly by a written instrument signed by the parties.

 

**7.**                                      **Binding Effect**.**  **ThisAgreement and all of the provisions hereof shall be binding upon and inure tothe benefit of the parties hereto and their respective successors and permittedassigns.

 

**8.****                                     ****Governing Law**.  This Agreement shall be governedby and construed in accordance with the laws of the State of Texas, withoutreference to its conflict of laws rules.

 

**9.**                                      **No Brokers**.  Each party represents andwarrants that it has dealt with no broker or finder in connection with thetransaction contemplated by this Agreement, and that no broker or other personis entitled to any commission or finder’s fee in connection with thistransaction.  Each party agrees toindemnify, defend and hold harmless the other party against any commission orfinder’s fee alleged to be payable because of any act, omission or statement ofthe indemnifying party.

 

**10.**                               **Severability**.**  **Ifany provision of this Agreement is held to be invalid or unenforceable by anycourt of competent jurisdiction, it is the intent of all of the parties thatall other provisions of this Agreement be construed to remain fully valid,enforceable and binding on the parties.

 

**11**.                               **Covenant of Good Faith and Fair Dealing**. With regard to their respective obligations and commitments under thisAgreement, each of Buyer and Sellers covenants that it shall act in good faithand deal fairly with the other parties.

 

**12.**                               **Reasonable Cooperation**.  Each party hereto agrees toexecute and deliver such instruments and take such other action as the otherparty may reasonably request in order to carry out the intent of thisAgreement.

 

**13.**                               **Counterparts**.  This Agreement may be executedin multiple counterparts, each of which shall be deemed an original, but all ofwhich together shall constitute one and the same instrument.

 

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INWITNESS WHEREOF, the parties hereto have caused their duly authorizedrepresentatives to execute this Agreement as of the date first above written.

 
| **“Buyer”**                     |                   |
|-------------------------------------------|------------------------|
|                                      |                   |
| Worldwide Blue Ocean Technologies, L.L.C. |                   |
|                                      |                   |
|                                      |                   |
| By:                                       | /s/  Marcus Taber Wetz |   |   |
| Name:                                     |                   |   |   |
| Title:                                    | Secretary              |   |   |
|                                      |                   |
|                                      |                   |
| **“Sellers”**                   |                   |
|                                      |                   |
|                                      |                   |
| OutBack  Management Services, L.L.C.      |                   |
|                                      |                   |
|                                      |                   |
| By:                                       | /s/  John Mills        |   |   |
| Name:                                     |                   |   |   |
| Title:                                    | President              |   |   |
|                                      |                   |   |   |
|                                      |                   |
| MAC  Partners, L.P.                       |                   |
|                                      |                   |
|                                      |                   |
| By:                                       | /s/  Dennis McLaughlin |   |   |
| Name:                                     |                   |   |   |
| Title:                                    | General  Manager       |   |   |
|                                           |                        |  |  |  |  |  |  |  |

 

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