ADDENDUM TO CONVERTIBLE DEBENTURE AND
                        WARRANT TO PURCHASE COMMON STOCK

This Addendum to Convertible Debenture and Warrant to Purchase Common Stock
("Addendum") is entered into as of the 24th day of June 2004 by and between
Radix Marine, Inc., a Nevada corporation ("Radix"), and La Jolla Cove Investors,
Inc., a California corporation ("LJCI").

WHEREAS, Radix and LJCI are parties to that certain 7 3/4 % Convertible
Debenture dated as of March 17, 2004 ("Debenture"); and

WHEREAS, Radix and LJCI are parties to that certain Warrant to Purchase Common
Stock dated as of March 17, 2004 ("Warrant"); and

WHEREAS, the parties desire to amend the Debenture and Warrant in certain
respects.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained
herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Radix and LJCI agree as follows:

1.    All terms used herein and not otherwise defined herein shall have the
      definitions set forth in the Debenture.

2.    Immediately upon execution of this Addendum by both parties, Radix shall
      deliver 2,500,000 registered shares of Radix's Common Stock to LJCI. Such
      shares shall be used by LJCI to fulfill Radix's obligation to deliver
      shares for Debenture conversions and Warrant exercises that are associated
      with the Warrant prepayment amount set forth in section 3 below. In the
      event that the 2,500,000 registered shares are not sufficient to satisfy
      such Debenture conversions and Warrant exercises, Radix shall deliver
      additional registered shares to LJCI at the time they are needed. In the
      event that excess shares remain after LJCI has fully used the Warrant
      prepayment amount set forth in section 3 below, LJCI shall use the excess
      shares to fulfill Radix's obligation to deliver shares for the next
      Debenture conversions and Warrant exercises, until the excess shares are
      fully used.

3.    Upon receipt of the 2,500,000 registered shares of Radix Common Stock set
      forth in section 2 above, LJCI shall wire: (a) $100,000 to Radix, and (b)
      $50,000, in whole or in part, to an investor awareness company(s) on
      behalf of Radix. Such funds shall represent a prepayment towards the
      future exercise of Warrant Shares under the Warrant. The timing of the
      application of the prepaid funds shall be at LJCI's sole discretion.

4.    Effective immediately, and until the Debenture conversions that are
      associated with the Warrant prepayment amount set forth in section 3 above
      are completed, the minimum monthly Debenture conversion and Warrant
      exercise requirements contained in section 3.1(a) of the Debenture and
      section 1.1 of the Warrant are waived.

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5.    Except as specifically amended herein, all other terms and conditions of
      the Debenture and Warrant shall remain in full force and effect.

IN WINESS WHEREOF, Radix and LJCI have caused this Addendum to be signed by its
duly authorized officers on the date first set forth above.

Radix Marine, Inc.                              La Jolla Cove Investors, Inc.

By: __________________________                  By: __________________________

Name: _______________________                   Name: ________________________

Title: ________________________                 Title: _________________________

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