PROMISSORY NOTE

FOR VALUE RECEIVED, Marine Growth Ventures, Inc., a Delaware corporation (the "Maker"), hereby promises to pay Schreeder, Wheeler & Flint, LLP (the "Payee"), the principal sum of One Hundred Twenty Thousand Dollars ($120,000.00) ("Outstanding Balance") in lawful money of the United States, as set forth below.

 

Maker promises to pay interest on the unpaid principal balance hereof at the rate of five percent (5%) per annum, payable on each June 1 during the term of this Note. Interest shall be calculated on the basis of actual days elapsed. In no event shall the interest charged hereunder exceed the maximum permitted under the laws of the State of Georgia.

 

Maker shall also make principal payments of the Outstanding Balance as follows:

Unless sooner due pursuant to the terms of this Note, the entire unpaid Outstanding Balance and all accrued but unpaid interest shall be due and payable on April 1, 2013 (the "Maturity Date").

Upon the occurrence of any Event of Default, in addition to all rights and remedies of Payee under applicable law or otherwise, all such rights and remedies being cumulative, not exclusive and enforceable alternatively, successively and concurrently, at its option, Payee may declare all amounts owing under this Note, to be due and payable, whereupon the then unpaid balance hereof together with all interest accrued thereon, shall forthwith become due and payable, together with interest accruing thereafter at a rate equal to twelve percent (12%) per annum until the indebtedness evidenced by this Note is paid in full, plus all costs and expenses of collection or enforcement hereof, including, but not limited to, reasonable attorneys' fees and expenses.

 

Maker (i) waives diligence, demand, presentment, protest and notice of any kind, (ii) agrees that it will not be necessary for any holder hereof to first institute suit in order to enforce payment of this Note and (iii) consents to any one or more extensions or postponements of time of payment, release, surrender or substitution of collateral security or forbearance or other indulgence, without notice or consent. The pleading of any statute of limitations as a defense to any demand against Maker is expressly hereby waived.

 

This Note may not be changed, modified or terminated orally, but only by anagreement in writing, signed by the party to be charged. The Maker hereby authorizes the Payee to complete this Note and any particulars relating thereto according to the terms of the indebtedness evidenced hereby.

 

 

 

 

 

Upon payment in full of all amounts due under this Note, Payee, intending to be legally bound, and for and in consideration of the payments made and obligations undertaken pursuant to this Note, does for itself, its affiliates, heirs, executors, administrators, successors and assigns hereby remise, release and forever discharge Maker and its subsidiaries, officers, directors, shareholders, affiliates, consultants, assigns, and all persons, corporations or other entities who might be claimed to be jointly and severally liable with them (collectively, "Released Parties"), from any and all actions and causes of action, judgments, liabilities, claims, demands, suits, damages, expenses of whatsoever kind or nature (collectively, "Released Matters"), whether heretofore or hereafter arising, for or because of any matter or things done, omitted or suffered to be done by any of the Released Parties prior to and including the date of execution hereof, in any way directly or indirectly arising out of or in any way connected to

this Note which it or anyone claiming by, through or under it in any way might have or could claim against any Released Party. Payee acknowledges that the agreements in this paragraph are intended to be in full satisfaction of all or any alleged injuries or damages arising in connection with the Released Matters. Payee represents and warrants to the Released Parties that it has not transferred, assigned or otherwise conveyed any such right, title or interest in any Released Matter to any other person or entity and that upon payment in full of all amounts due under this Note, the foregoing constitutes a full and complete release of all Released Matters.

 

This Note shall be governed by and construed in accordance with the laws of the State of Georgia and shall be binding upon the successors, assigns, heirs, administrators and executors of the Maker and inure to the benefit of the Payee, his successors, endorsees, assigns, heirs, administrators and executors. The Maker hereby irrevocably consents to the jurisdiction of the State of Georgia and the United States District Court for the Northern District of Georgia in connection with any action or proceeding arising out of or relating to this Note. If any term or provision of this Note shall be held invalid, illegal or unenforceable, the validity of all other terms and provisions hereof shall in no way be affected thereby.

Executed under seal as of the date and year first above written.