THIRD
      AMENDMENT TO

    REVOLVING
      NOTE AGREEMENT

    


    This
      Third Amendment to the Revolving Note Agreement ("the AMENDMENT") is entered
      into as of January 4, 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 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 FOUR HUNDRED THOUSAND DOLLARS ($400,000), 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 $400,000.00, plus interest, shall be due and payable
      on
      the 31st
      day of
      July 2008. Notwithstanding the foregoing, if the principal balance shall be
      prepaid in full by March 31, 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______________
                 

              Paul
                L. Schwabe, Secretary   

              Marine
                Growth Finance, Inc.   

            	
              /s/
                Paul L. Schwabe______________

              Paul
                L. Schwabe, Secretary

              Marine
                Growth Freight, Inc.

            	 
	 	 	 
	
              /s/
                Paul L. Schwabe______________
                

              Paul
                L. Schwabe, Secretary   

              Marine
                Growth Real Estate, Inc.  

            	
              /s/
                Paul L. Schwabe______________

              Paul
                L. Schwabe, Secretary

              Gulf
                Casino Cruises, Inc.