SECOND AMENDMENT TO
                            REVOLVING NOTE AGREEMENT

      This First Amendment to the Revolving Note Agreement ("the  AMENDMENT") is
entered into as of June 20,  2006,  by and among Marine  Growth  Ventures  Inc.,
Marine Growth Charter, Inc., Marine Growth Finance, Inc., Marine Growth Freight,
Inc., Marine Growth Real Estate,  Inc., and Gulf Casino Cruises,  Inc., Delaware
corporations   (collectively  the  "Borrower"),   and  Frank  P.  Crivello  (the
"Lender").

      WHEREAS,  the  Borrower  and the Lender are  parties to a  Revolving  Note
Agreement dated as of January 5, 2006 (the "NOTE AGREEMENT")  pursuant to which,
among other things, the Borrower promised to pay the Lender the principal sum of
up to Fifty Thousand Dollars ($50,000.00), or so much thereof as shall have been
advanced by the Lender to the Borrower plus  interest  thereon at an annual rate
equal to ten  percent  (10%) on the  Maturity  date of such Note  being June 30,
2006.

      WHEREAS, the Note Agreement was amended on March 31, 2006,  permitting the
Borrower to acquire an additional Fifty Thousand  Dollars  ($50,000.00) in funds
from the Lender.

      WHEREAS,  the  parties  desire  to make a certain  amendment  to the First
Amendment to the Revolving  Note  Agreement to permit the Borrower to acquire an
additional Fifty Thousand Dollars ($50,000.00) in funds from the Lender.

      NOW, THEREFORE,  in consideration of the premises and the mutual covenants
contained in this Amendment the parties agree as follows:

      1.  Paragraph One of the Note  Agreement is hereby amended and restated to
provide as follows:

            FOR VALUE  RECEIVED,  Marine  Growth  Ventures  Inc.,  Marine Growth
      Charter,  Inc., Marine Growth Finance,  Inc., Marine Growth Freight, Inc.,
      Marine Growth Real Estate,  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
      Frank P. Crivello (the  "Lender"),  at the Lender's office located at 3408
      Dover Road,  Pompano  Beach,  Florida  33062 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  FIFTY  THOUSAND  DOLLARS
      ($150,000),  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%).

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      2. This Amendment constitutes the sole and entire agreement of the parties
with respect to the subject matter hereof.  Except as amended hereby,  all other
terms and  conditions  of the Note  Agreement  shall  remain  in full  force and
effect.


      IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the
date first above written.

LENDER



/s/ Frank P. Crivello
Frank P. Crivello


BORROWER


/s/ Paul L. Schwabe                       /s/ Paul L. Schwabe
---------------------------               ------------------------
Paul L. Schwabe, Secretary                Paul L. Schwabe, Secretary
Marine Growth Ventures, Inc.              Marine Growth Charter, Inc.


/s/ Paul L. Schwabe                       /s/ Paul L. Schwabe
---------------------------               -------------------------
Paul L. Schwabe, Secretary                Paul L. Schwabe, Secretary
Marine Growth Finance, Inc.               Marine Growth Freight, Inc.


/s/ Paul L. Schwabe                       /s/ Paul L. Schwabe
---------------------------               ------------------------
Paul L. Schwabe, Secretary                Paul L. Schwabe, Secretary
Marine Growth Real Estate, Inc.           Gulf Casino Cruises, Inc.