**Exhibit10.11**

** **

**DOCUMENT NO.17**

** **

Attach asAnnex A – Copies of Documents 7 and 10.

 

**Sign and date.**

 

1

----

 
| **THIS AGREEMENT** is made  the                         day  of                                   2003 |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

B E T W E E N:

 

(1)                                  **HAWKLEY TRUST**(established on 15 June 1994 under the laws of Nevis, Leeward Islands withregistration no.T5) of  PO Box 582,Charlestown, Nevis, Leeward Islands (hereinafter ‘Hawkley’);

 

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)                              Hawkley is the beneficial and registered owner of a loan note issuedby Marine Group International, Inc. (hereinafter ‘Marine’)  for the principal sum of USD 1,000,000 andof a loan note issued by Marine for the principal sum of USD 1,230,000 copiesof which are attached hereto as Annex A (together ‘the Marine Notes’);

 

(B)                                Hawkley has agreed to sell the Marine Notes to Ocean on the termshereinafter set out.

 

**NOW IT IS AGREED**asfollows:

 

1.                                       Hawkley shall sell to Ocean and Ocean (relying on the warranties inClause 2) shall purchase from Hawkley the Marine Notes.

 

2.                                       Hawkley warrants and covenants with Ocean that:

 

(a)                                  Hawkley has the right to dispose of the Marine Notes on the termsset out in this Agreement;

 

(b)                                 Hawkley 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 Marine Notes; and

 

(c)                                  the Marine Notes shall be sold and transferred free from allcharges, liens, options and other encumbrances.

 

3.                                       Title to, beneficial ownership of, and any risk attaching to, theMarine Notes shall pass on completion, and the Marine Notes shall be sold andpurchased together with all rights and benefits attached or accruing to them atcompletion.

 

2

----

 

4.                                       The consideration for the sale of the Marine Notes shall be theissue to Hawkley of 587,000 shares of Ocean preferred stock and 4,107,500shares Ocean common stock, all such shares to be fully paid and non-assessable.

 

5.                                       Completion shall take placeat                              on                                                                                     2003,when:

 

(a)                                  Hawkley shall deliver the Marine Notes to Ocean together with signeddocuments of transfer and procure that Ocean is registered as owner of theMarine Notes on the records of Marine; and

 

(b)                                 Ocean shall issue to Hawkley and register Hawkley as owner of587,000 shares of Ocean preferred stock and 4,107,500 Ocean common stock,  all such shares to be fully paid andnon-assessable.

 

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

 

7.                                       This Agreement and any dispute or claim arising out of or in connectionwith it shall be governed by and construed in accordance with the laws of theState of Texas, U.S.A.

 

8.                                       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        | )      | /s/ Joan  Nesbitt      |   |
|--------------------|--------|------------------------|--------|
| HAWKLEY  TRUST     | )      |
|               |   |
|               |   |
| EXECUTED by  OCEAN | )      | /s/ Dennis  McLaughlin |   |
| RESOURCES,  INC.   | )      |

 

3

----