Exhibit 10.2


                     AMENDMENT NO. 1 TO MARKETING AGREEMENT
                   ==========================================

     This  Amendment  No.  1  to  Marketing  Agreement ("Agreement") is made and
entered in as of date of the Parties signatures below, to be effective as of the
Effective  Date,  as  defined  below,  by  and  between  ALLMARINE  CONSULTANTS
CORPORATION  ("Allmarine"), a Nevada corporation, and PHILTEX CORPORATION, LTD.,
a  Belize  Corporation ("Philtex"), each individually a "Party" and collectively
the  "Parties."

                              W I T N E S S E T H:
                              - - - - - - - - - -

     WHEREAS,  the  Parties  previously  entered  into  a  Marketing  Agreement
effective  August  15,  2005  (the  "Marketing  Agreement");

     WHEREAS, the Marketing Agreement referenced an "Exhibit A," attached to the
Marketing  Agreement,  which  was  to  include  a list of services which Philtex
granted  Allmarine  the  right to promote, market and sell pursuant to the terms
and  conditions  of  the  Marketing  Agreement  (the  "Prior  Exhibit");

     WHEREAS,  no  Prior  Exhibit  was  attached  to  the  Marketing  Agreement;

     WHEREAS, the Parties now desire to amend the Marketing Agreement to include
the  list  of  services  which  Philtex  granted Allmarine the right to promote,
market  and  sell  pursuant  to  the Marketing Agreement, which list is attached
hereto  as  Exhibit  1;  and
            ----------

     WHEREAS, the Parties now desire to amend the Marketing Agreement to provide
for work to be outsource or referred by Allmarine to Philtex, prior to such time
as  Allmarine  is  able  to  provide  services  on  its  own.

     NOW,  THEREFORE,  in  consideration of ten dollars ($10) and other good and
valuable consideration, which consideration Philtex acknowledges receipt of, and
the  premises  and  the  mutual covenants, agreements, and considerations herein
contained,  the  parties  hereto  agree  as  follows:

     1.   ADDITION  OF  EXHIBIT  1  TO  THE  MARKETING  AGREEMENT.
          --------------------------------------------------------

          The  Parties  agree  that  the  Marketing  Agreement  shall be amended
          to  include  as  Exhibit  A  to such Marketing Agreement, the "list of
          services  provided,"  which  is  attached  hereto  as  Exhibit  1 (the
          "Services").

     2.   OUTSOURCING  SERVICES  THROUGH  PHILTEX.
          ----------------------------------------

          The  Parties  agree  that  prior  to such time as Allmarine is able to
          offer  the  Services  on  its  own,  such  Services  may  be
          referred/outsourced  to  Philtex  and  that  in consideration for such
          outsourcing  Philtex  will  retain  a  greater percentage of the gross
          revenues  generated  through  such  sales,  which  percentage  will be
          determined  on  a  sale by sale basis between the Parties after taking
          into  account  Philtex's  cost  of  services  performed.

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     3.   MISCELLANEOUS.
          --------------

          (a)  Assignment.  All  of  the  terms,  provisions  and  conditions of
               ----------
               this  Agreement  shall  be  binding  upon  and shall inure to the
               benefit  of  and  be  enforceable by the parties hereto and their
               respective  successors  and  permitted  assigns.

          (b)  Applicable  Law.  This  Agreement  shall  be  construed  in
               ---------------
               accordance  with  and governed by the laws of the State of Texas,
               excluding  any  provision which would require the use of the laws
               of  any  other  jurisdiction  and shall be subject to the dispute
               resolution  clause  contained  in  Section  10  of  the Marketing
               Agreement.

          (c)  Entire  Agreement,  Amendments  and  Waivers.  This  Agreement
               --------------------------------------------
               constitutes  the  entire  agreement  of  the  parties  hereto and
               expressly supersedes all prior and contemporaneous understandings
               and  commitments,  whether  written  or oral, with respect to the
               subject  matter  hereof. No variations, modifications, changes or
               extensions  of  this Agreement or any other terms hereof shall be
               binding upon any party hereto unless set forth in a document duly
               executed  by  such  party  or  an authorized agent or such party.

          (d)  Waiver.  No  failure  on  the  part  of  any party to enforce any
               ------
               provisions of this Agreement will act as a waiver of the right to
               enforce  that  provision.

          (e)  Section  Headings.  Section  headings  are  for  convenience only
               -----------------
               and  shall  not define or limit the provisions of this Agreement.

          (f)  Effect  of  Facsimile  and  Photocopied  Signatures.  This
               ---------------------------------------------------
               Agreement  may be executed in several counterparts, each of which
               is an original. It shall not be necessary in making proof of this
               Agreement or any counterpart hereof to produce or account for any
               of the other counterparts. A copy of this Agreement signed by one
               party  and  faxed  to  another party shall be deemed to have been
               executed  and  delivered  by  the  signing  party  as  though  an
               original.  A photocopy of this Agreement shall be effective as an
               original  for  all  purposes.

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     [Remainder of page left intentionally blank.  Signature page follows.]

<PAGE>

     This  Agreement  has been executed by the parties on the dates shown below,
to  be  effective as of and to relate back to the date of the original Marketing
Agreement,  August  15,  2005  (the  "Effective  Date").


                                       ALLMARINE CONSULTANTS CORPORATION
                                       a Nevada corporation

                                       /s/Michael Chavez
                                       ----------------------------------
                                       Michael Chavez
                                       Chief Executive Officer
                                       Date: 2/22/06
                                            ------------------


                                       PHILTEX CORPORATION, LTD.
                                       a Belize corporation
                                       /s/ Chris Warren
                                       ----------------------------------
                                       Chris Warren
                                       President
                                       Date: 2/22/06
                                            ------------------

<PAGE>

                                                                       EXHIBIT 1
                                                                       ---------

                            LIST OF SERVICES PROVIDED
                            -------------------------


01.  Ships  Registration

     -    Registration  /  de-registration  of  naval  mortgages
     -    Provisional  Registration
     -    Manning  Requirements
     -    Seafarers  Documents
     -    Safety  Inspection
     -    Bareboat/Dual  Registry
     -    Special  Registrations


02.  Ship Registry Jurisdictions

     -    Dominica
     -    Georgia
     -    Belize
     -    Cambodia
     -    DPR  Korea
     -    Panama

03.  Marine Surveys and Consultancy

     -    ISM  Consulting  /  Preparation  for  DOC/ISM manuals and certificates
     -    Class,  Load  Line,  and  /SOLAS
     -    Pre-Purchase,  condition  &  cargo  gear  survey
     -    Tonnage  Calculations
     -    Stability  and  brain  loading  booklet  calculations  &  approval
     -    General  /  Condition  Surveys
     -    Full  vessel  investigations
     -    Insurance  Surveys
     -    Vessel  Inspections
     -    Superintendence
     -    Technical  Consultancy
     -     Industrial Services


04.  Offshore Jurisdictions (International Business Companies, LLC,
     partnerships, etc.)

     -    Belize
     -    British  Virgin  Island
     -    Panama
     -    Delaware,  USA

05.  Legal Consultancy / Services

     -    Attestation
     -    US  Notary
     -    Bill  of  Sale
     -    Contracts  &  MOA
     -    Claims
     -    Class  Action  Litigation
     -    Marine  Insurance

<PAGE>