Exhibit 10.10

                  RENEWAL, EXTENSION AND MODIFICATION AGREEMENT

THE  STATE  OF  TEXAS

COUNTY  OF  BEXAR

  THIS  RENEWAL,  EXTENSION  AND MODIFICATION AGREEMENT ("Agreement") is entered
into  this 14th day April 2004, to be effective October 31, 2003, by and between
STAR  MARKETING  SERVICE,  INC.,  a  Texas corporation ("Lender"), and NIGHTHAWK
SYSTEMS,  INC.,  ("Borrower"). Borrower has requested that Lender modify certain
provisions  of  the  Note, as hereinafter provided, and in consideration thereof
Borrower  has  made certain agreements with Lender as hereinafter more fully set
forth

                                   WITNESSETH:

     A. Borrower executed and delivered that certain Convertible Promissory Note
(the  "Note")  dated  October 3, 2003, in the original principal amount of Fifty
Thousand  and  No/100  Dollars ($50,000.00) payable to the order of Tomas Revesz
and  subsequently  transferred  to  Lender,  which  Note  was  unsecured.

     B.  Borrower  has  requested  that  Lender modify certain provisions of the
Note,  as  hereinafter  provided, and in consideration thereof Borrower has made
certain  agreements  with  Lender  as  hereinafter  more  fully  set  forth.

     C.   The  Note  matured  in  accordance with its terms on October 31, 2003.

     D.  Lender has agreed to such requests, subject to the terms and conditions
set  forth  herein.

     NOW,  THEREFORE, for and in consideration of Ten Dollars ($10.00) and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged  and  agreed,  Borrower  and  Lender  hereby  agree  as  follows:

     1.  Acknowledgment  of  Outstanding Balance. The parties hereto acknowledge
         ----------------------------------------
that  the  outstanding principal balance of the Note as of the effective date is
FIFTY THOUSAND AND NO/100 DOLLARS ($50,000.00)

     2.  Increase  of  Principal  Balance.  From  and after the date hereof, the
         ---------------------------------
principal  balance  of  the Note is increased, pursuant to an additional advance
made  by  Lender,  from  Fifty  Thousand  and  00/100 ($50,000.00) to Fifty-Five
Thousand  and  00/100  Dollars  ($55,000.00)  (the  "New Principal Balance"), an
increase  of  Five  Thousand  and  No/100  Dollars  ($5,000.00). Borrower Hereby
promises  to  pay  to  the Lender at P.O. Box 3303 McAllen, Texas 78502, the sum
equal  to  the  New  Principal  Balance  in lawful and legal money of the United
States  of  America  with  interest  as  it accrues on the New Principal Balance
pursuant  to  the  terms  of  the  Note.

     3.  Collateral. In consideration for the New Principal Balance, the Note is
         -----------
secured  by  that  certain Security Agreement (the "Security Agreement") of even
date  herewith  in  favor  of  Lender, evidencing a security interest in certain
personal  property  described  therein, to which Security Agreement reference is
here  made  for a description of the property covered thereby and the nature and
extent  of  the security and the rights and powers of the holder of this Note in
respect  of  such  security.

     4. Modification of Maturity. The Note is hereby renewed and the maturity of
        -------------------------
the  Note  is  hereby  extended  to  July  31,2004  ("Revised  Maturity  Date").

     5.  Modification  of  Payments.  From  and after the effective date of this
         ---------------------------
Agreement,  principal  and  interest  shall be due and payable under the Note as
follows:

     (a)  Interest  on the principal balance for the period from August 21, 2003
until March 1, 2004 shall be paid in cash at the Stated Rate (as defined herein)
within twenty four (24) hours following the execution of this Renewal, Extension
and  Modification  Agreement

     (b)  Interest  on  the  principal  balance for the period from March 1,2004
until  and  including  July 31, 2004, shall be pre-paid within five (5) business
days  following  the  execution of this Agreement at the Stated Rate (as defined
herein)  except that Borrower shall pay Lender in cash monthly the amount of One
Hundred  Five  and  00/100  Dollars  ($105.00), commencing on March 1, 2004, and
continuing  on  the last day of each consecutive calendar month thereafter until
and  including  July  31,2004. The Interest accrued during this period, less the
amount of cash paid for Interest during this period, shall be pre-paid in equity
of  the  Borrower  at  a value of $0.20 per share with an issue date of March 1,
2004.

     6.  Conversion  to  Long  Term  Note. Borrower is in the process of capital
         ---------------------------------
fundraising.  If  Borrower  raises  One  Million  Dollars ($1,000,000.00), or an
amount  no  less  than ninety percent (90%) of One Million dollars, from sources
other than Lender, by July 31,2004, then, at Borrower's option, Lender agrees to
extend  the  Maturity  Date  of  this  Note  to  January  31,2005.

     7.  Modification  of Interest Rate. The parties hereby agree that effective
         -------------------------------
as  of the date of this Agreement, interest shall accrue on the unpaid principal
balance  of this Note from time to time outstanding until maturity at the Stated
Rate  (as  defined  herein) and interest on all past due amounts, both principal
and  accrued  interest, at the Past Due Rate (as defined herein); provided, that
                                                                  ---------
for  the  full  term of this Note the interest rate produced by the aggregate of
all  sums  paid  or  agreed  to  be paid to the holder of this Note for the use,
forbearance  or  detention  of  the  debt  evidenced hereby shall not exceed the
Highest  Lawful  Rate  (as  defined  herein).

     "Stated  Rate" means, on any day, a fixed rate per annum equal to eight and
00/100  percent  (8.00%);  provided,  that  if  on any day the Stated Rate shall
                           --------
exceed the Highest Lawful Rate for that day, then the Stated Rate shall be fixed
at  the  Highest  Lawful  Rate  on that day and on each day thereafter until the
total  amount  of  interest  accrued at the Stated Rate on the unpaid balance of
this  Note equals the total amount of interest which would have accrued if there
were  no  Highest  Lawful  Rate.  However, neither the maturity of this Note nor
Maker's  privilege  to  prepay  it  shall  be  affected  by  this  paragraph.

     "Past  Due  Rate" means the Highest Lawful Rate, or if applicable law shall
     -----------------
not provide for a maximum nonusurious rate, a rate per annum equal to the Stated
Rate  plus  five  percent  (5%).

     "Highest  Lawful  Rate"  means  the  maximum  nonusurious  rate of interest
     -----------------------
permitted  to  be  charged  by  applicable federal or Texas law (whichever shall
permit  the  higher  lawful  rate) from time-to-time in effect. At all times, if
any,  as  Title  4  of  the Texas Finance Code, as in effect on the date of this
Note,  shall establish the Highest Lawful Rate, the Highest Lawful Rate shall be
the  "Weekly  Ceiling"  (as  defined  in Title 4 of the Texas Finance Code) from
time-to-time  in  effect.  If the obligation is an open-ended account, Payee may
from  time  to time, as to then-current and future balances, implement any other
ceiling under Title 4 of the Texas Finance Code and/or revise the index, formula
or  provision  of law used to compute the rate on such obligation, if and to the
extent permitted by, and in the manner provided in, Title 4 of the Texas Finance
Code.

     Interest  on  this  Note  shall  be  computed for the actual number of days
elapsed  in a year consisting of three hundred sixty-five (365) days, unless the
Highest  Lawful  Rate  would  thereby be exceeded, in which event, to the extent
necessary to avoid exceeding the Highest Lawful Rate, interest shall be computed
on  the  basis  of  the actual number of days elapsed in the applicable calendar
year  in  which  it  accrued.

     8,  Usury.  No  provisions  of this Agreement or the Note or any instrument
         ------
evidencing  or  securing  the  Note,  or  otherwise relating to the indebtedness
evidenced  by  the  Note,  shall  require  the payment or permit the collection,
application  or  receipt  of  interest  in  excess  of  the maximum permitted by
applicable  state  or  federal law. If any excess of interest in such respect is
herein  or in any such other instrument provided for, or shall be adjudicated to
be  so  provided  for  herein  or in any such instrument, the provisions of this
paragraph  shall  govern, and neither Borrower nor any endorsers of the Note nor
their respective heirs or personal representatives shall be obligated to pay the
amount of such interest to the extent it is in excess of the amount permitted by
applicable  law.  It  is  expressly  stipulated  and  agreed to be the intent of
Borrower  and  Lender  to  at  all  times  comply  with the usury and other laws
relating  to  the  Note,  the  Security Agreement, and any subsequent revisions,
repeals  or  judicial interpretations thereof, to the extent applicable thereto.
In  the  event  Lender  or  other  holder of the Note ever receives, collects or
applies  as  interest  any  such  excess,  such  amount which would be excessive
interest  shall  be  applied to the reduction of the unpaid principal balance of
the  Note,  and,  if  upon such application the principal balance of the Note is
paid  in  full, any remaining excess shall be forthwith paid to Borrower and the
provisions  of  the  Note  and  Security  Agreement  shall immediately be deemed
reformed  and the amounts thereafter collectible thereunder reduced, without the
necessity  of  execution  of  any  new  document,  so as to comply with the then
applicable law, but so as to permit the recovery of the fullest amount otherwise
called  for  thereunder.  In  determining  whether  or  not the interest paid or
payable  under  any specific contingency exceeds the maximum interest allowed to
be  charged by applicable law, Borrower and Lender or other holder hereof shall,
to  the  maximum  extent  permitted  under  applicable  law,  amortize, prorate,
allocate  and  spread the total amount of interest throughout the entire term of
the  Note so that the amount or rate of interest charged for any and all periods
of time during the term of the Note is to the greatest extent possible less than
the  maximum  amount or rate of interest allowed to be charged by law during the
relevant  period  of  time. Notwithstanding any of the foregoing, if at any time
applicable  laws  shall  be  changed  so as to permit a higher rate or amount of
interest  to  be  charged  than that permitted prior to such change, then unless
prohibited  by  law,  references in the Note to "applicable law" for purposes of
determining  the  maximum interest or rate of interest that can be charged shall
be  deemed  to  refer  to such applicable law as so amended to allow the greater
amount  or  rate  of  interest.

     9.  Release  and  Waiver  of Usury Claims. In consideration of the benefits
         --------------------------------------
received  by Borrower hereunder, Borrower hereby waives, releases and terminates
all  claims,  or  right  to  claim,  whether  known  or unknown, that Lender has
charged,  collected or received usurious interest under the Note or the Security
Agreement  and  hereby waives and releases any right or power to bring any claim
against  Lender  for usury or to pursue any cause of action against Lender based
on  any  claim  or  usury.

     10.  Release  and  Waiver  of  Other  Claims.  In  consideration of (i) the
          ----------------------------------------
modification  of  certain  provisions of the Note, as herein provided, and (iii)
the  other  benefits  received  by Borrower hereunder, Borrower hereby RELEASES,
RELINQUISHES  and  forever  DISCHARGES  Lender,  as  well  as  its predecessors,
successors, assigns, agents, officers, directors, employees and representatives,
of and from any and all claims, demands, actions and causes of action of any and
every  kind  or  character,  whether  known or unknown, present or future, which
Borrower  may  have  against  Lender  and its predecessors, successors, assigns,
agents,  officers,  directors,  employees  and representatives arising out of or
with  respect  to  any and all transactions relating to the Note or the Security
Agreement  occurring  prior  to  the  date  hereof,  including any loss, cost or
damage, of any kind or character, arising out of or in any way connected with or
in  any  way  resulting  from  the acts, actions or omissions of Lender, and its
predecessors,  successors,  assigns,  agents, officers, directors, employees and
representatives,  including  any breach of fiduciary duty, breach of any duty of
fair  dealing,  breach  of  confidence,  breach  of  funding  commitment,  undue
influence,  duress,  economic  coercion,  conflict  of interest, negligence, bad
faith,  malpractice,  violations  of  the  Racketeer  Influenced  and  Corrupt
Organizations  Act,  intentional  or  negligent  infliction  of mental distress,
tortious  interference  with  contractual  relations, tortious interference with
corporate  governance  or  prospective  business  advantage, breach of contract,
deceptive  trade practices, liable, slander or conspiracy, but in each case only
to  the  extent  permitted  by  applicable  law.

     11.  Reaffirmation  of  Representations,  Etc. Borrower hereby reaffirms to
          -----------------------------------------
Lender  each  of  the  representations,  warranties, covenants and agreements of
Borrower  set  forth  in  the  Note.

     12.  Enforceable Obligations. Borrower hereby ratifies, affirms, reaffirms,
          ------------------------
acknowledges,  confirms  and  agrees  that  the  Note  represents  a  valid  and
enforceable obligation of Borrower, and Borrower further acknowledges that there
are  no  existing  claims,  defenses, personal or otherwise, or rights of setoff
whatsoever  with  respect  to  the  Note,  and Borrower further acknowledges and
represents  that  no  event  has  occurred  and  no condition exists which would
constitute  a  default under the Note, the Security Agreement or this Agreement,
either  with  or  without  notice  or  lapse  of  time,  or  both.

     13.  Additional  Modifications.  Notwithstanding  anything  to the contrary
          --------------------------
contained  herein  or  inferred  hereby  or  in any other instrument executed by
Borrower  or  in any other action or conduct undertaken by Borrower on or before
the date hereof, the agreements, covenants and provisions contained herein shall
constitute  the  only  evidence  of  Lender's  consent  to  modify the terms and
provisions  of  the  Note.  No  express  or  implied  consent  to  any  further
modifications  involving  any  of  the  matters  set  forth in this Agreement or
otherwise,  shall  be  inferred  or  implied  from  Lender's  execution  of this
Agreement.  Further, Lender's execution of this Agreement shall not constitute a
waiver  (either  express  or  implied)  of  the  requirement  that  any  further
modifications  of the Note shall require the express written approval of Lender,
no  such  approval  (either express or implied) having been given as of the date
hereof.

14.      Miscellaneous.
         --------------

     (a)  As  modified hereby, the provisions of the Note shall continue in full
force  and  effect, and the Borrower acknowledges and reaffirms its liability to
Lender  thereunder. In the event of any inconsistency between this Agreement and
the  terms  of the Note, or the Security Agreement, this Agreement shall govern.

     (b)  Any  default  by Borrower in the performance of its obligations herein
contained  shall  constitute a default under the Note and the Security Agreement
and shall allow Lender to exercise all of its remedies set forth in the Note and
the  Security  Agreement.

     (c)  Lender  does not, by its execution of this Agreement, waive any rights
it  may  have  against  any  person  not  a  party  thereto.

     (d)  Borrower  hereby  acknowledges  and  agrees  that  the  present unpaid
principal balance of the Note, and any future advances of principal drawn off of
the  Note  by Borrower, together with accrued but unpaid interest thereon at the
rate  provided for in the Note, is due and payable upon the terms and conditions
set  forth in this Agreement and that Lender is under no obligation to refinance
the  Note  or  further  modify  the  Revised  Maturity  Date.

     (e) In case any of the provisions of this Agreement shall for any reason be
held  to  be  invalid,  illegal or unenforceable, such invalidity, illegality or
unenforceability shall not affect any other provision hereof, and this Agreement
shall  be  construed  as if such invalid, illegal or unenforceable provision had
never  been  contained  herein.

     (f)  This  Agreement,  the  Security  Agreement and all other documents and
instruments executed in connection with the Note shall be governed and construed
according  to  the  Laws  of  the  State of Texas and the applicable laws of the
United  States.

     (g)  This  Agreement  shall  be  binding  upon  and inure to the benefit of
Lender,  Borrower  and  their  respective  heirs  and  legal  representatives.

     (h)  Borrower  hereby acknowledges and agrees that it has entered into this
Agreement  of  its  own  free  will  and  accord  and in accordance with its own
judgment  after advice of its own legal counsel, and states that it has not been
induced  to enter into this Agreement by any statement, act or representation of
any kind or character on the part of the parties hereto, except as expressly set
forth  in  this  Agreement.

     (i)  This Agreement may be executed in multiple counterparts, each of which
shall  constitute  an original instrument, but all of which shall constitute one
and  the  same  agreement.

     (j)  All other terms, conditions and provisions of the Note shall remain in
full  force  and  effect  as  of  the  date  thereof.

     THIS  AGREEMENT  REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY
NOT  BE  CONTRADICTED  BY  EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL
AGREEMENTS  OF  THE  PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE
PARTIES.

     EXECUTED  as  of  the  day  and  year  first  above  written.

BORROWER(S):
------------

NIGHTHAWK SYSTEMS INC.                       LENDER
A NEVADA CORPORORATION                       STARMARKETING SERVICE, INC.,
                                             A TEXAS CORPORTATION

BY: /S/ H Douglas Saathoff                   BY: /S/ Tomas Revesz
   ______________________________               ________________________________
   H. DOUGLAS SAATHOFF                          TOMAS REVESZ, PRESIDENT
   CHIEF EXECUTIVE OFFICER