**Exhibit10.13**

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**DOCUMENT NO.24**

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**Complete date ofresolution and date of execution.  Signand date.**

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**SECURED LOANNOTE**

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**OCEANRESOURCES, INC.**

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(CompanyNo.3030709) (‘the Company’)

 

(Incorporatedin Delaware, U.S.A)

 

Createdpursuant to the constitution of the Company, and a resolution of its officersdated                         2003

 
| Dated |   | 2003 (‘The  Execution Date’) |
|-------|--------|----------------------------------------|

 

Principal Sum:USD 950,000

 

Noteholder:Argent Capital, LLC of PO Box 590, Charlestown, Nevis, Leeward Islands.

 

**1.****                                      Definitions and Interpretation**

 

1.1                                 In this Loan Note:

 

1.1.1                                             ‘**Noteholder**’ means theregistered holder or holders for the time being of this Loan Note and includesthe successors in title of the registered holders;

 

1.1.2                                             ‘**Principal Sum**’ meansthe principal sum of this Loan Note stated above;

 

1.1.3                                             ‘**Subsidiary**’ means asubsidiary of the Company or of that subsidiary and references to ‘**Subsidiaries**’ shall be construed asreferences to the subsidiaries for the time being of the Company.

 

1.2                                 In this Loan Note:

 

1.2.1                                             words denoting the singular shall include the plural and vice versa;

 

1.2.2                                             words denoting any gender include all genders and words denotingpersons shall include firms and corporations and vice versa.

 

1.3                                 References to ‘clauses’ are to clauses of this Loan Note;

 

1.4                                 Clause and paragraph headings are for convenience only and shall notaffect the interpretation of this Loan Note.

 

**2.****                                      Covenant to pay Principal Sum**

 

FOR VALUERECEIVED the Company will pay the Principal Sum to the Noteholder byinstalments of USD 100,000 for every USD 500,000 of private investment fundsraised by the Company to be paid within 10 business days of collecting goodfunds or on such earlier date as the Principal Sum shall become payable in accordancewith this Loan Note but in any event not later than the date 18 months afterthe Execution Date (the date when final payment is due being ‘the MaturityDate’).

 

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**3.****                                      Interest**

 

TheCompany will pay interest to the Noteholder on the outstanding amount of thePrincipal Sum from time to time at the rate of 7% per year on the MaturityDate.  Should the Principal Sum (or anypart thereof) or any accrued interest not be paid on the Maturity Date thensuch sums shall continue to bear interest at the rate of 7% per year on a dailybasis payable on demand.

 

**4.****                                      Withholding**

 

Anypayment of interest to be made hereunder will be made after any withholding ordeduction for or on account of any tax or duty imposed or levied by anyauthority having power to tax such payment which the Company shall for the timebeing be required by any applicable law to withhold or deduct and the Companyshall not be obliged to pay any additional amount to the Noteholders in respectof the tax or duty so withheld or deducted.

 

**5.****                                      Security**

 

Tosecure payment of the Principal Sum and all interest and other amounts payableunder this Loan Note the Company grants to the Noteholder the security set outin the Schedule hereto.

 

**6.****                                      Paymentupon Notice**

 

6.1                                 The Company may at any time give not less than 14 days’ notice inwriting to the Noteholder of its intention to prepay the Principal Sum in wholeor in part.

 

6.2                                 Upon the expiry of any notice given under clause 6.1 above theNoteholder shall deliver this Loan Note to the Company at its principal officeand against such delivery the Company shall pay to the Noteholder the PrincipalSum or the part to be prepaid together with accumulated interest on thatamount.  In the case of a partial prepayment,the Company shall issue to the Noteholder a replacement Loan Note for thebalance of the Principal Sum.  If theNoteholder shall fail to deliver this Loan Note on the due date, interest shallcease to run on the amount to be prepaid, and the Company shall pay that amountinto a separate account to be held on trust to pay that amount to theNoteholder upon receipt by the Company of this Loan Note, and to pay anyinterest earned on such account to the Company.

 

**7.****                                      Warranties**

 

TheCompany represents and warrants to the Noteholder that:

 

(i)                                     Organisation and Powers.  The Company is a corporation duly organised,validly existing and in good standing under the laws of the jurisdiction if itsincorporation, and has all requisite power and authority to own its assets andcarry on its business and to execute, deliver and perform its obligations underthis Loan Note.  The Company isqualified to do business and is in good standing in each jurisdiction in whichthe failure so to qualify or be in good standing could reasonably be expectedto have a material adverse effect on the business, operations or financialcondition of the Company and its Subsidiaries taken as a whole.

 

(ii)                                  Authorisation; No Conflict.  The execution, delivery and performance bythe Company of this Loan Note have been duly authorised by all necessarycorporate actions of the Company and do not and will not (A) contravene theterms of the constitution or certificate of incorporation, or bylaws, of theCompany; or (B) result in a breach of or constitute a default under anymaterial lease, instrument, contract or other agreement to which the Company isa party or by which it or its properties may be bound or affected;

 

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or (C) violateany provision of any law, rule, regulation, order, judgment, decree or the likebinding on or affecting the Company.

 

(iii)                               Binding Obligations.  This Loan Note constitutes the legal, validand binding obligation of the Company, enforceable against the Company in accordancewith its terms.

 

(iv)                              Consents.  No authorisation, consent, approval, licence, exemption of, orfiling or registration with, any governmental authority or agency, or approvalor consent of any other person or entity, is required for the due execution,delivery or performance by the Company of this Loan Note.

 

**8.****                                      Acceleration**

 

The PrincipalSum shall immediately become payable together with all unpaid interest on it tothe date of payment on the happening of any one or more of the followingevents:

 

8.1                                 if an effective resolution or court order is passed for theliquidation of the Company;

 

8.2                                 if any seizure or execution is levied or enforced upon or againstany of the assets of the Company and is not paid out or discharged within 7days;

 

8.3                                 if a creditor lawfully takes possession or a receiver is appointedof the assets of the Company;

 

8.4                                 if the Company goes into insolvency or liquidation or ceases orthreatens to cease to carry on its business;

 

8.5                                 if default shall be made by the Company in the performance of anycovenant condition or obligation (other than the covenant for payment ofinterest) binding on the Company under this Loan Note, which default is notcured by the Company within 21 days following notice of such default;

 

8.6                                 if any representation or warranty given by the Company in this LoanNote shall prove to have been incorrect in any material respect when made.

 

**9.****                                      Applicationof Payments**

 

Payments madehereunder shall first be applied to payments of interest and then towards thereduction of the Principal Sum.

 

**10.****                               Companyto Insure**

 

The Companyagrees with the Noteholder that it will at all times until the Principal Sumand all interest and other money from time to time payable under this Loan Noteshall have been paid or satisfied keep insured in accordance with soundcommercial practice and in insurance offices or institutions of good reputesuch parts of the assets and activities of the Company and of its Subsidiariesas are normally insured in businesses of a similar nature and shall produceevidence of such insurance to the Noteholder for inspection upon demand.

 

**11.****                               Register**

 

TheCompany will keep a register and enter in it the issue and all transfers andchanges of ownership of this Loan Note. The register may be closed from time to time for such periods (notexceeding 30 days in all in any year) as the Company may determine.

 

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**12.****                               Transfer**

 

12.1                           A transfer of this Loan Note shall be in writing under the hand ofthe transferor.

 

12.2                           The transfer shall be lodged with the Company together with suchevidence of the title of the transferor (including production of this LoanNote) as the Company may reasonably require and after that the transferee shallbe registered as the holder of this Loan Note.

 

12.3                           The Company shall be entitled to retain the transfer.

 

**13.****                               Registrationon transmission**

 

Any personentitled to this Loan Note by reason of the death of the Noteholder orotherwise by operation of law may, upon producing such evidence of his title asthe Company may reasonably require, be registered as the holder of this LoanNote and be subject to the same conditions of this Loan Note as a transferee.

 

**14.****                               Noticeof Trusts**

 

TheCompany shall recognise and treat the Noteholder as the sole absolute owner ofthis Loan Note and as alone entitled to receive and give effectual dischargesfor the money secured by this Loan Note. The Company shall not be affected by notice of any trust or any right,title or claim of any person other than the Noteholder to this Loan Note.

 

**15.****                               Freedomfrom Equities**

 

The PrincipalSum and interest due on this Loan Note shall be payable, and this Loan Noteshall be transferable, without regard to any set off, cross claims or equitiesbetween the Company and the Noteholder or any prior holder.

 

**16.****                               Methodof Payment**

 

ThePrincipal Sum and interest due on this Loan Note will be paid at the principaloffice of the Company.  Payment of suchmoney may be made by cheque posted at the risk of the Noteholder in a prepaid letterto the Noteholder if he is a sole holder or to the first-named of joint holdersat his registered address or to such other person or address as the Noteholderor joint holders may request in writing. Payment of any such cheque shall for all purposes be deemed to bepayment and satisfaction of the Principal Sum or interest represented by suchpayment.

 

**17.****                               Presentmentetc**

 

Save asprovided herein the Company and the Noteholder waive presentment, demand forpayment and notice of dishonour in connection with the delivery, acceptance,performance default or endorsement of this Loan Note.

 

**18.****                               Loss orDestruction**

 

If thisLoan Note shall be lost or destroyed or damaged, the Company will at therequest of the Noteholder issue a duplicate, provided that the Noteholder shallfirst have given to the Company such evidence of the circumstances and suchindemnities and security as it may require, and have paid the Company’s costs(including legal costs) in connection therewith and such fee not exceeding USD500 as the Company may require, and (in the case of damage) delivered thedamaged Loan Note to the Company.

 

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**19.****                               Law**

 

This Loan Noteand any dispute or claim arising out of or in connection with it shall be governedby and construed in accordance with the laws of the State of Texas, U.S.A.

 

**20.****                               NoWaiver**

 

No delay orfailure on the part of the Noteholder to exercise any power or right givenhereunder shall operate as a waiver thereof, and no right or remedy of theNoteholder shall be deemed abridged or modified thereby.

 

**21.****                               Jurisdiction**

 

All disputesand claims arising out of or relating to this Loan Note shall be subject to thenon-exclusive jurisdiction of the Texas courts to which the Company and theNoteholder irrevocably submit and in any legal proceedings by the Noteholder toenforce payment of the Principal Sum (or part thereof) and/or interest it shallin addition be entitled to claim the costs and expenses of such proceedings.

 

**22.****                               Notices**

 

Any notice tobe given under this Loan Note by the Company shall be sufficiently given ifsent by first class post to the Noteholder at its address in the register keptunder clause 11 (or in the case of joint Noteholders, to the address of thefirst-named in that register), and shall be deemed received on the working dayafter posting.

 

## **SCHEDULE**

 

Chargeover a Loan Note for USD1,000,000 issued by Marine Group International, Inc.

 

EXECUTED byOCEAN RESOURCES, INC. the 31st day of December 2003:

 

 
|   | /s/  Dennis McLaughlin |   |
|--------|------------------------|--------|

 

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