REVOLVING
      NOTE

    


    


    $100,000.00          
       
      August
      1, 2007 

    


    FOR
      VALUE
      RECEIVED, Marine
      Growth Ventures Inc., Marine Growth Aggregates, Inc., Marine Growth Finance
      and
      Charter, Inc., Marine Growth Freight, inc. and
      Gulf
      Casino Cruises, Inc.,
      Delaware
      corporations (collectively the "Borrower"), having an office at 3408 Dover
      Road,
      Pompano Beach, Florida 33062, hereby promises to pay to the order of
Irrevocable
      Children’s Trust
      (the
      "Lender"), at the Lender's office located at 1818 North Farwell Avenue,
      Milwaukee, Wisconsin 53202 or at such other place in the continental United
      States as the Lender may designate in writing, upon demand, in lawful money
      of
      the United States, and in immediately available funds, the principal sum of
      up
      to ONE HUNDRED THOUSAND DOLLARS ($100,000), or so much thereof as shall have
      been advanced by the Lender to the Borrower as hereinafter set forth and then
      be
      outstanding, and to pay interest thereon on the Maturity Date at an annual
      rate
      equal to ten percent (10%), as follows:

    


    	1.  	
            Maturity
              Date.
              The term “Maturity Date” shall mean July 31, 2008. It is agreed upon by
              both parties that the Maturity Date shall extend to December 31, 2008
              unless Lender notifies Borrower in writing thirty (30) days prior to
              the
              Maturity Date that this extension will not be
              allowed.

          


    


    All
      payments made hereunder shall be applied first to interest accrued and second
      to
      payment of the reduction of the outstanding principal. 

    


    All
      amounts advanced hereon, but not to exceed $100,000 at any one time outstanding
      in the aggregate, shall be so advanced upon the sole discretion of the Lender
      after receiving a request of the Borrower for the release of funds. All amounts
      so advanced hereon and all payments made on account of the principal hereof
      shall be recorded in the books of the Lender, which records shall be final
      and
      binding, but failure to do so shall not release the Borrower from any of its
      obligations hereunder. 

     

    This
      Note
      may be prepaid, in whole or in part, at any time, without premium or penalty
      of
      any kind. 

    


    In
      the
      event of a default by the Borrower or in the event any payment of principal
      or
      interest or of principal and interest as the case may be, required to be paid
      by
      this Note is not paid when due, or in the event of any other violation or breach
      of any term, condition, covenant or provision of this Note, the entire remaining
      unpaid principal of this Note and all accrued but unpaid interest thereon shall
      immediately be due and payable at the option of the holder hereof.



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    To
      the
      fullest extent permitted by law, Borrower and each guarantor (if any) of this
      Note, for itself and themselves and their respective heirs, personal
      representatives, successors and assigns, hereby jointly and severally: (a)
      waive
      notice of maturity, demand, presentment for payment, diligence in collection,
      and notice of non-payment and protest; (b) waive all applicable execution,
      valuation, and appraisal rights with respect to any demand or action on this
      Note; (c) consent and agree to any extension of time, whether one or more,
      for
      the payment hereof and/or to any and all renewals hereof; and (d) consent and
      agree that Holder may release any party liable for the payment hereof, and
      otherwise amend this Note, and that any such extension, release, or amendment
      may be without notice to and without discharging or effecting the liability
      of
      any party liable hereunder.

    


    Borrower
      and each guarantor (if any) of this Note, for itself and themselves and their
      respective heirs, personal representatives, successors and assigns, hereby
      agree
      that if this Note is placed in the hands of an attorney for collection or to
      defend or enforce any of the rights of Holder, then Borrower and each endorser
      and guarantor hereof shall be jointly and severally obligated to pay, in
      addition to any and all costs and disbursement otherwise allowed, all costs
      and
      expenses, including, but not limited to reasonable attorney’s fees incurred by
      Holder in connection therewith, whether or not suit is filed.

    


    If
      any
      term, covenant or condition of this Note or the application thereof to any
      person or circumstance shall, to any extent, be invalid or unenforceable, then
      the remainder of this Note, or the application of such term, covenant or
      condition to persons or circumstances other than those as to which it is held
      invalid or unenforceable shall not be affected thereby. Each term, covenant,
      and
      condition of this Note shall be valid and enforceable to the fullest extent
      permitted by law. This Note shall be governed, in all respects, by the internal
      laws of the State of Florida.

    


    IN
      WITNESS WHEREOF, Borrower has caused this Note to be duly executed, under seal,
      and delivered in Pompano Beach, Florida, as of the day and year first above
      written.

    


    
      	
              /s/
                Paul L. Schwabe

            	
              /s/
                Paul L. Schwabe

            
	
              Paul
                L. Schwabe, Secretary

            	
              Paul
                L. Schwabe, Secretary

            
	
              Marine
                Growth Ventures, Inc.

            	
              Marine
                Growth Finance and Charter, Inc.

            
	 	 
	 	 
	
              /s/
                Paul L. Schwabe

            	
              /s/
                Paul L. Schwabe

            
	
              Paul
                L. Schwabe, Secretary

            	
              Paul
                L. Schwabe, Secretary

            
	
              Marine
                Growth Aggregates, Inc.

            	
              Marine
                Growth Freight, Inc.

            
	 	 
	 	 
	
              /s/
                Paul L. Schwabe

            	 
	
              Paul
                L. Schwabe, Secretary

            	 
	
              Gulf
                Casino Cruises, Inc.