**Exhibit 10.8**

 

**THE SECURITIES REPRESENTED BY THIS DOCUMENT HAVE NOTBEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANYSTATE SECURITIES LAWS.  THEY MAY NOT BESOLD OR TRANSFERRED IN THE ABSENCE OF REGISTRATION OR AN EXEMPTION THEREFROMUNDER SAID ACT AND UNDER APPLICABLE STATE SECURITIES LAWS.**

 

**WARRANT AGREEMENT**

 

ThisWarrant Agreement (this *“Agreement”*)is made and entered into as of the 17th  day of October, 2003, by and between Ocean Resources, Inc., aDelaware corporation, with offices at 2705 Canton Street, Dallas, Texas 75226(the *“Company”*), and Argosy International, Ltd., whoseaddress is P.O. Box 260, Providenciales, Turks and Caicos Islands, British WestIndies (the *“Warrant Holder”*).

 

**RECITALS**

 

A.                                   The Company wishes to issue to the WarrantHolder, and the Warrant Holder wishes to receive, the right and option topurchase certain shares of the common stock, $0.0001 par value per share (*“Common Stock”*), of the Company.

 

B.                                     The parties wish to enter into this Agreementto evidence the respective commitments of the parties with respect to suchshares of Common Stock.

 

**TERMS AND CONDITIONS**

 

Inconsideration of the mutual terms, covenants and conditions contained in thisAgreement and other good and valuable consideration, the receipt andsufficiency of which are hereby acknowledged, the parties agree as follows:

 

1.                                       **Warrant and Warrant Term.**  TheCompany hereby grants to the Warrant Holder, and the Warrant Holder herebyaccepts, the right and option (the *“Warrant”*)to purchase from the Company, subject to the provisions of this Agreement, one million (1,000,000)****shares of Common Stock (the *“Subject Shares”*) for the ExercisePrice, as hereinafter defined.

 

TheWarrant Holder may elect to exercise the Warrant at any time following the FirstExercise Date as shown below, until the Warrant expires as to the SubjectShares.  The Warrant shall expire as toall Subject Shares not previously exercised if (a) Mr. Graham Jessop ceases toserve as an officer or director of the Company or (b) the Warrant Holder failsto complete the exercise of the Warrant as to the Subject Shares on or beforethe Expiration Date indicated in the following chart:

 
| **NUMBER OF SHARES** |   | **FIRST  EXERCISE DATE** |   | **EXPIRATION  DATE**  |   |
|----------------------|--------|--------------------------|--------|-----------------------|--------|
| 1,000,000            |   | October 17, 2004    |   | October 17, 2005 |   |

 

Expirationof the Warrant as to some of the Subject Shares pursuant to this Section 1shall have no effect on any Subject Shares issued before the date of suchexpiration.

 

----

 

2.                                       **Exercise Price.**  Thepurchase price (the *“Exercise Price”*)for any of the Subject Shares acquired pursuant to this Agreement shall be USD$0.40 per share.

 

3.                                       **Exercise of Warrant.**  ThisWarrant may be exercised in whole or in part. Such exercise shall beaccomplished by tender to the Company of the Exercise Price, either in cash orby certified check or bank cashier’s check, payable to the order of theCompany, together with presentation and surrender to the Company of thisWarrant with an executed subscription in substantially the form attached heretoas Exhibit A.  Fractional shares of theCommon Stock will not be issued upon the exercise of this Warrant.  In the event this Warrant is exercised inpart, the Company shall issue a new Warrant to the Holder covering theaggregate number of shares of Common Stock as to which this Warrant remainsexercisable.

 

4.                                       **Reserve.**  TheCompany agrees at all times to reserve and hold available out of the aggregateof its authorized but unissued Common Stock the number of shares of its CommonStock issuable upon the exercise of this Warrant. The Company further covenantsand agrees that all shares of Common Stock that may be delivered upon theexercise of this Warrant will, upon delivery, be fully paid and nonassessableand free from all taxes, liens and charges with respect to the purchase thereofunder this Agreement.

 

5.                                       **Restriction on Transfer.**  TheWarrant Holder understands that the Warrant has not been, and the SubjectShares, when acquired, will not have been, registered under the Securities actof 1933, as amended (the *“Act”*),or under any applicable state securities laws and may not be sold exceptpursuant to an effective registration statement or pursuant to a duly availableexemption from such registration requirements. The Warrant Holder acknowledges that it has acquired this Warrant and,if applicable, shall acquire the Subject Shares, for its own account and notwith a view to or for sale which would be in violation of the Act or anyapplicable state securities laws.  TheWarrant Holder understands that if any transfer of the Subject Shares is to bemade in reliance on an exemption under the Act and/or any applicable statesecurities laws, the Company may require an opinion of counsel satisfactory toit that such transfer may be made pursuant to an exemption under the Act and suchstate securities laws, and may require the Warrant Holder to execute suchdocumentation as is reasonably requested by the Company upon exercise of theWarrant, relating to the subject matter hereof. Upon exercise of this Warrant, in part or in whole, each certificateissued representing the Shares underlying this Warrant shall bear a legend tothe foregoing effect.

 

6.                                       **Dividends; Voting Rights.**  TheWarrant Holder shall not be entitled to any dividends by virtue of the WarrantHolder’s ownership of the Warrant.  Inaddition, the Warrant Holder shall not be entitled to vote for the election ofdirectors or to vote on any other matter coming before the stockholders of theCompany for a vote, by virtue of the Warrant Holder’s ownership of thisWarrant.  Nothing contained herein shalllimit the rights of the Warrant Holder as to Subject Shares issued uponexercise of the Warrant.

 

7.                                       **Amendment of Agreement.**  ThisAgreement may be amended or modified at any time and in all respects, but onlyby an instrument in writing executed jointly by the Company and the WarrantHolder.

 

8.                                       **Binding Effect.**  ThisAgreement shall be binding upon, inure to the benefit of and be enforceable bythe parties hereto, their respective heirs, executors, representatives andsuccessors.

 

2

----

 

9.                                       **Entire Agreement.**  ThisAgreement constitutes the entire agreement between the parties hereto, andthere are no agreements, understandings, restrictions, warranties orrepresentations between the parties relating to the subject matter of thisAgreement other than those set forth herein.

 

10.                                 **Governing Law.**  THISAGREEMENT IS BEING EXECUTED AND DELIVERED AND IS INTENDED TO BE PERFORMED INTHE STATE OF TEXAS, AND THE SUBSTANTIVE LAWS OF SUCH STATE SHALL GOVERN THEVALIDITY, CONSTRUCTION, ENFORCEMENT AND INTERPRETATION OF THIS AGREEMENT.

 

11.                                 **Notices.**  Anynotice or communication hereunder shall be in writing and shall be delivered by(a) personal delivery, (b) expedited delivery service or (c) certified orregistered mail, postage prepaid.  Anysuch notice shall be deemed given upon its receipt at the following address:

 
| If to the Company:         |   | Ocean  Resources, Inc.  2705 Canton Street  Dallas, Texas 75226  Attn: Dennis McLaughlin  Fax: (469) 227-7955 |
|----------------------------|--------|---------------------------------------------------------------------------------------------------------------|
|                       |   |                                                                                                          |
| If to the Warrant  Holder: |   | To  the address for the Warrant Holder set out in the initial  paragraph above                                |

 

Anyparty may, by notice given in accordance with this Section to the otherparty, designate another address for receipt of notices hereunder.

 

12.                                 **Captions.**  Theheadings herein are for convenience only and shall not affect the constructionhereof.

 

13.                                 **Counterparts.**  Anexecuted counterpart of this Agreement, or a photocopy thereof, shall be placedon file by the Company at its principal place of business and shall be subjectto the same right of examination by a stockholder of the Company, in person orby agent, attorney or accountant, as are the books and records of the Company.

 

3

----

 

**EXECUTION**

 

Theparties hereto have executed this Agreement as of the date first above written.

 
|   | *THE COMPANY:*              |
|--------|-----------------------------|
|   |                        |
|   | OCEAN  RESOURCES, INC.      |
|   |                        |
|   |                        |
|   | By:                         | /s/  Dennis McLaughlin |   |
|   |                        | Dennis  McLaughlin, Chief Executive Officer |
|   |                        |
|   |                        |
|   | *THE WARRANT HOLDER:*       |
|   |                        |
|   | ARGOSY  INTERNATIONAL, LTD. |
|   |                        |
|   |                        |
|   | By:                         | /s/  Graham Jessop |   |
|   |                        | Graham  Jessop, President |

 

4

----

 

EXHIBIT A

#  

SUBSCRIPTION FORM

 

Theundersigned hereby irrevocably subscribes for                   shares (the “Stock”) of the Common Stock of Ocean Resources, Inc. (the“Company”) pursuant to and in accordance with the terms and conditions of theattached Warrant and hereby makes payment of$                  therefore, and requests that a certificate for such shares be issued in thename of the undersigned and be delivered to the undersigned at the addressstated below.  If such number of sharesis not all of the shares purchasable pursuant to the attached Warrant, theundersigned requests that a new Warrant of like tenor for the balance of theremaining shares purchasable thereunder be delivered to the undersigned at theaddress stated below.

 

Inconnection with the issuance of the Stock, I hereby represent to the Companythat I am acquiring the Stock for my own account for investment and not with aview to, or for resale in connection with, a distribution of the shares withinthe meaning of the Securities Act of 1933, as amended (the “Act”).

 

Iunderstand that because the Stock has not been registered under the Act, I musthold such Stock indefinitely unless such Stock is subsequently registered andqualified under the act or is exempt from such registration andqualification.  Before I make anytransfer or disposition of any shares of the Stock, I agree to give to theCompany written notice of my intention to do so and to describe briefly themanner of such proposed transfer or disposition.  I shall make no such transfer or disposition unless (a) suchtransfer or disposition can be made without registration under the Act byreason of specific exemptions from such registration and such qualification, or(b) a registration statement has been filed pursuant to the Act and has beendeclared effective with respect to such disposition.

 

Iagree that each certificate representing the Stock delivered to me shall bearsubstantially the following legend:

 

“The shares represented by this certificate have not been registeredunder the Securities Act of 1933, as****amended. The shares may not be sold or transferred in the absence of suchregistration or an exemption therefrom under said Act.”

 

Ifurther agree that the Company may place stop orders on the certificatesevidencing the Stock with the transfer agent, if any, to the same effect as theabove legend.  The legend and stoptransfer notice referred to above shall be removed only upon my furnishing tothe Company an opinion of counsel (reasonably satisfactory to the Company) tothe effect that such legend may be removed.

 
| Signed:  ARGOSY INTERNATIONAL, LTD. | Date:  |   |   |
|-------------------------------------|--------|--------|--------|
|                                |   |   |   |
|                                | By:    |   |   |   |
|                                |   |   |   |   |
| Address:                            |   |   |   |
|                                |   |   |   |
|                                |   |   |   |
|                                     |        |        |        |  |  |  |  |  |

 

5

----