marinegrowth_8k-ex1007.htm


    
      
        

      

    

    Exhibit
10.7

     

    SIXTH
AMENDMENT TO

    REVOLVING
NOTE AGREEMENT

    


    This
Sixth Amendment to the Revolving Note Agreement ("the AMENDMENT")
is entered into as of June 25, 2008, 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 Irrevocable Children’s
Trust (the
“Lender”).

    


    WHEREAS,
the Borrower and the Lender are parties to a Revolving Note Agreement dated as
of August 1, 2007 (the "NOTE AGREEMENT") pursuant to which, among other
things, the Borrower promised to pay the Lender the principal sum of up to
One Hundred Thousand Dollars ($100,000.00), 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 July 31,
2008.

     

    WHEREAS,
the Note Agreement was amended on September 6, 2007, permitting the Borrower to
acquire an additional One Hundred Thousand Dollars ($100,000.00) in funds from
the Lender.

     

    WHEREAS,
the Note Agreement was amended on November 27, 2007, permitting the
Borrower to acquire an additional One Hundred Thousand Dollars ($100,000.00) in
funds from the Lender.

     

    WHEREAS,
the Note Agreement was amended on January 4, 2008, permitting the Borrower to
acquire an additional One Hundred Thousand Dollars ($100,000.00) in funds from
the Lender.

     

    WHEREAS,
the Note Agreement was amended on February 11, 2008, permitting the Borrower to
acquire an additional One Hundred Thousand Dollars ($100,000.00) in funds from
the Lender.

     

    WHEREAS,
the Note Agreement was amended on April 16, 2008, permitting the Borrower to
acquire an additional One Hundred Fifty Thousand Dollars ($150,000.00) in funds
from the Lender.

     

    WHEREAS,
the parties desire to make a certain amendment to the Note Agreement to permit
the Borrower to acquire an additional One Hundred Thousand Dollars ($100,000.00)
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 405-A Atlantis Road, Cape Canaveral, Florida
32920, 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 SEVEN HUNDRED FIFTY THOUSAND DOLLARS ($750,000), 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%).

    


    2. The
entire principal sum of $750,000.00, plus interest, shall be due and payable on
the 31st day of
December 2008. Notwithstanding the foregoing, if the principal balance shall be
prepaid in full by September 30, 2008, then all interest shall be waived, and no
interest shall be due and payable to Payee.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    3. 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/
 David M.
Marks                                          


    David
M. Marks, Trustee

    


     

    
      	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.