REVOLVING NOTE

$50,000.00                                                       January 5, 2006

      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 FIFTY
THOUSAND  DOLLARS  ($50,000),  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 June 30, 2006. It
            is agreed upon by both parties  that the Maturity  Date shall extend
            to  December  31, 2006 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  $50,000 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

<PAGE>

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 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.