Exhibit
10.11








EXTENSION
AND/OR MODIFICATION AGREEMENT


COMMERCIAL
INDEBTEDNESS





Date:  January
17, 2008





Account
No.  1010193724





Borrower:               South
Padre Island Development, LLC and South Padre Island


Development, L.P. (whether one or
more)





Interest
Paid:  $_______________________


Outstanding
Principal Balance of $4,536,848.94**


is
payable on demand, if no demand, then due:


17
payments of interest only beginning February 24, 2008 and continuing at monthly
intervals thereafter and a final payment of the unpaid principal balance plus
accrued interest due and payable on July 24, 2009.





**
LOC  l/a/o $8,000,000.00


(Consolidation
of two master notes l/a/o $5MM & $3MM)





together
with any and all accrued and unpaid interest and/or late charges.





The
starting rate of interest will be (NYP+1.00%) 8.25% per annum beginning on
January 24, 2008.





Final
Maturity Date:  July 24, 2009





Borrower
promises to pay to the order of International Bank of Commerce the Outstanding
Principal Balance on the Note according to the terms hereof together with
interest as it accrues on the outstanding unpaid principal balance until
paid.  In no event shall the rate of interest to be paid on the unpaid
principal balance be less than six percent (6.0%) per annum, nor more than the
maximum legal rate allowed by applicable law.





To the
extent allowed by law, as the late payment charge under the Note to this
Agreement, Lender may in its sole discretion (i) increase the interest on the
principal portion of any payment amount that is not received by the payment due
date until paid to the maximum rate allowed by law, computed on a full calendar
year basis from the payment due date until paid, or (ii) should any payment be
more than ten (10) days late, Borrower shall pay a one-time “Late charge” per
late payment equal to five percent (5%) of the amount of the past due principal
and interest of such payment, with a minimum of $10.00 and a maximum of
$1,500.00 per late payment




The “late
charge” may be accrued without notice and shall be immediately due and
payable.
 
 Each
payment shall be applied as of its scheduled due date and in the order of
application as the Lender in its sole discretion may from time to time
elect.
 
 The
failure of Borrower to pay any of the payment(s) of principal or any interest
thereon or accrued late charges, when the same is due and payable shall permit
Lender, at its option, to accelerate the maturity, without notice to Borrower,
of all, or any portion, of the outstanding unpaid principal balance and all
accrued and unpaid interest, and all accrued and unpaid late charge under the
Note/this Agreement, whereupon the same shall be due and payable
immediately.
 
 Any
outstanding and unpaid principal, accrued and unpaid interest and all fees, late
charges and/or other charges incurred in this transaction by, or for the benefit
of, Borrower, if any, which remain due and owing on the Final Maturity Date are
due and payable on such date.
 
 Borrower
renews and extends the Note, and any and all Security Agreements, security
interests, Deeds of Trust, and/or other liens created by Borrower in favor of
International Bank of Commerce.  Except as provided herein, all other
terms and conditons of the Note, and all Security Agreements, security
interests, Deeds of Trust, and/or other liens created by Deeds of Trusts and/or
other Loan Documents, if any, continue as written, and remain in full force and
effect.


1





TO THE
EXTENT ALLOWED BY LAW, ALL MATURED UNPAID AMOUNTS WILL BEAR INTEREST AT THE
MAXIMUM LEGAL INTEREST RATE ALLOWED BY APPLICABLE LAW.  If applicable
law does not set a maximum rate of interest for matured unpaid amounts, the
Borrower agrees that the maximum rate for such amounts shall be eighteeen
percent (18%) per annum.





NO ORAL
AGREEMENTS





THIS
WRITTEN LOAN 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.





Borrower:





South
Padre Island Development, LLC and


South
Padre Island Development, L.P.








By:  SPID,
Inc., General Partner








/s/ MARK A.
KERNEY


By:           Mark
A. Kerney, Mangaer and Vice President





Address:                P.O.
Box 1880


Upper Marlboro,
MD  20773








“Lender” International Bank of
Commerce





By:           /s/ Wallace Lee
Reed


Name:      Wallace
Lee Reed


Title:         Executive
Vice President