FOURTH AMENDMENT TO
                            REVOLVING NOTE AGREEMENT

      This Third Amendment to the Revolving Note Agreement ("the  AMENDMENT") is
entered into as of January 16, 2007, by and among Marine Growth  Ventures  Inc.,
Marine Growth Charter,  Inc.,  Marine  Aggregates,  Inc., Marine Growth Freight,
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 Note  Agreement was amended on June 20, 2006,  permitting
the Borrower to acquire an additional  Fifty Thousand  Dollars  ($50,000.00)  in
funds from the Lender.

         WHEREAS, the Note Agreement was amended on October 6, 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 Third
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 and to
extend the date in which the principal sum, plus interest, is due.

         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
      Finance and Charter, Inc., Marine Aggregates, 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 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 TWO HUNDRED FIFTY THOUSAND DOLLARS  ($250,000),  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%).

<PAGE>

         2. The entire principal sum of $250,000.00, plus interest, shall be due
and payable on the 15th day of January 2008.  Notwithstanding the foregoing,  if
the principal  balance  shall be prepaid in full by December 15, 2007,  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/ Frank P. Crivell
--------------------------------
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 Finance and Charter, Inc.


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


 /s/ Paul L. Schwabe
--------------------------------
Paul L. Schwabe, Secretary
Gulf Casino Cruises, Inc.