FIFTH AMENDMENT TO
REVOLVING NOTE AGREEMENT
This Fifth Amendment to the Revolving Note Agreement ("the AMENDMENT")
is entered into as of February 20,2007, 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 Note Agreement was amended on January 15, 2007,
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
Fourth 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 THREE HUNDRED THOUSAND
DOLLARS ($300,000), 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 $300,000.00, plus interest, shall be
due and payable on the 20th day of February 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. Crivello
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Frank P. Crivello
BORROWER
/s/ Paul L. Schwabe /s/ Paul L. Schwabe
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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
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Paul L. Schwabe, Secretary Paul L. Schwabe, Secretary
Marine Aggregates, Inc. Marine Growth Freight, Inc.
/s/ Paul L. Schwabe
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Paul L. Schwabe, Secretary
Gulf Casino Cruises, Inc.