**Exhibit10.12**

** **

**DOCUMENT NO.20**

** **

Attach asAnnex A – Copy of Document 4.

 

Attach asAnnex B – Copy of Document 21 unsigned.

 

Attach asAnnex C – Copy of Document 24 unsigned.

 

Sign and date.

 

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**THIS AGREEMENT** is madethe                         dayof October 2003

 

B E T W E E N:

 

(1)                                  **ARGENT CAPITAL, LLC** (a limited liability company incorporated on 29 February 2000under the laws of Nevis, Leeward Islands, with registered no.L2400) of PO Box590, Charlestwon, Nevis, Leeward Islands (hereinafter ‘Argent’);

 

and

 

(2)                                  **OCEAN RESOURCES, INC.**(a corporation incorporated on 14 April 1999 under the laws ofthe State of Delaware, USA with registered no. 3030709) of 2705 Canton street,Dallas, Texas, U.S.A. 75226 (hereinafter ‘Ocean’).

 

WHEREAS:

 

(A)                              Argent is the beneficial and registered owner of the entiremembership interest in Marine Group International, Inc. (a corporationincorporated on 15 October 2003 under the laws of Panama, under registeredno.8064) (hereinafter ‘the Interest’);

 

(B)                                Argent has agreed to sell the Interest to Ocean on the termshereinafter set out; and

 

(C)                                Argent is the beneficial and registered owner of a Loan Note for USD350,000 issued by Ocean, a copy of which is attached hereto as Annex A (‘the350 OCRI Note’).

 

**NOW IT IS AGREED**asfollows:

 

1.                                       Argent shall sell to Ocean and Ocean (relying on the warranties inClause 2) shall purchase from Argent the Interest.

 

2.                                       Argent warrants and covenants with Ocean that:

 

(a)                                  Argent has the right to dispose of the Interest on the terms set outin this Agreement;

 

(b)                                 Argent shall (subject to Ocean paying the consideration set out inClause 4) do everything necessary to give Ocean full and unrestricted legal andbeneficial title to the Interest; and

 

(c)                                  the Interest shall be sold and transferred free from all charges,liens, options and other encumbrances.

 

3.                                       Title to, beneficial ownership of, and any risk attaching to, theInterest shall pass on completion, and the Interest shall be sold and purchasedtogether with all rights and benefits attached or accruing to it at completion.

 

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4.                                       The consideration for the sale of the Interest shall be the sum ofUSD 600,000 which shall be satisfied by the issue by OCRI to Argent of a LoanNote in the form of the draft attached hereto as Annex B, (‘the 600 OCRINote’).

 

5.                                       Completion shall take placeat                                        on                                                                               2003,when:

 

(a)                                  Argent shall deliver to OCRI the title documents relating to theInterest together with the signed necessary document of transfer and shallprocure that OCRI is registered as owner of the Interest on the records ofMarine Group International, Inc.; and

 

(b)                                 OCRI shall issue and deliver to Argent the 600 OCRI Note.

 

6.                                       As soon as practicable thereafter Argent shall deliver to OCRI the350 OCRI Note and the 600 OCRI Note for consolidation, and provision ofsecurity, and OCRI shall in exchange issue and deliver to Argent a Loan Notefor USD 950,000 in the form of the draft attached hereto as Annex C.

 

7.                                       This Agreement constitutes the entire agreement between the partiesin relation to the sale and purchase of the Interest and supersedes anyprevious agreement between the parties in relation to such matter.

 

8.                                       This Agreement and any dispute or claim arising out of or inconnection with it shall be governed by and construed in accordance with thelaws of the State of Texas, U.S.A.

 

9.                                       All disputes and claims arising out of or relating to this Agreementshall be subject to the non-exclusive jurisdiction of the Texas courts, towhich the parties irrevocably submit.

 

**IN WITNESS** whereof the parties heretohave executed this Agreement on the date first above written

 

 
| EXECUTED by  ARGENT | )      | /s/ Cordelia  Browne   |   |
|---------------------|--------|------------------------|--------|
| CAPITAL, LLC        | )      |                   |
|                |   |                   |
|                |   |                   |
| EXECUTED by  OCEAN  | )      | /s/ Dennis  McLaughlin |   |
| RESOURCES,  INC.    | )      |                   |

 

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