**Exhibit10.56****SECOND LOAN MODIFICATION AGREEMENT**     THIS SECOND LOAN MODIFICATION AGREEMENT (this “Agreement” or this “Modification”) is madeeffective as of the 22nd day of November, 2006, by and among: COMSTOCK HOMEBUILDINGCOMPANIES, INC., a Delaware corporation (the “Borrower,” whether one or more) and BANK OF AMERICA,N.A., a national banking association, its successors and assigns (the “Lender”).**RECITALS:**     WHEREAS, pursuant to the terms of that certain Revolving Line of Credit Note dated as ofFebruary 22, 2006, by and between Borrower and Lender (and as the same may be further modified,renewed, supplemented or restated, the “Note”), Lender made a loan (the “Loan”) to Borrower in theoriginal principal amount of Fifteen Million and No/100 Dollars ($ 15,000,000.00), as evidenced bythe Note (all documents executed in connection with the Loan are hereinafter referred to as the“Loan Documents”). Borrower’s obligations under the Note and the other Loan Documents arehereinafter collectively called the “Obligations”.     WHEREAS, pursuant to that certain Loan Modification Agreement dated August 22,2006, Borrowerand Lender agreed to (i) reduce the maximum outstanding principal amount of the loan to TenMillion and No/100 Dollars ($10,000,000.00); (ii) extend the Maturity Date of the Loan to November22, 2006 and (iii) make certain other changes in connection with the Loan and Loan Documents.     WHEREAS, the outstanding principal balance under the Loan as of the date hereof is TenMillion and No/100 Dollars ($10,000,000.00); and     WHEREAS, at the request of the Borrower, the Lender has agreed to modify the Loan to (i)reduce the principal amount of the Loan; (ii) extend the Maturity Date of the Loan and (ii) modifycertain payment terms of the Loan.     NOW, THEREFORE, in consideration of the sum of Ten Dollars ($10.00), and other goodand valuable consideration, the receipt and sufficiency of which are hereby acknowledged by allparties, the parties agree as follows:     **1.** **Recitals**. The recitals set forth above are a material part of this Agreement.Borrower acknowledges and affirms the accuracy of the recitals set forth above.     **2. ****Definitions****.**All capitalized terms herein, unless otherwise defined, shall havethe same meaning ascribed to such terms as in the Loan Documents.     **3.** **Maturity**. All of the Obligations, including (without limitation) all outstandingprincipal, accrued and unpaid interest, outstanding late charges,unpaid fees, and all otheramounts outstanding under the Note and the other Loan Documents, shall be due and payable in fullon December 28, 2007 (the “Maturity Date”). All references to the Maturity Date contained in theLoan Documents shall refer to the Maturity Date as defined in this Agreement.     **4. ****Revolving Line of Credit Note****.**          **a. Revolver.**The title of the Note is hereby amended to “Note”. From the date hereof,the Loan is not revolving. Any amount repaid may not be reborrowed.Bank of America — Comstock Homebuilding Unsecured Loan Modification
 

 
          **b. Amount.**The Note is hereby amended to change the maximum aggregateprincipal amount which can be outstanding under the Note to Five Million and No/100 Dollars($5,000,000.00), on the terms and conditions set forth in the Note. Any reference in the LoanDocuments, as modified, to the amount of the Loan or Note as $10,000,000.00 is hereby deletedin its entirety and the amount $5,000,000.00 is substituted in lieu thereof.          **c. Payments Due at Closing.**Upon execution hereof, Borrower shall pay toLender (i) Five Million and No/100 Dollars ($5,000,000.00), in reduction of the currentoutstandingprincipal amount of the Note, which amount is sufficient to reduce the outstanding principalamountof the Note to Five Million and No/100 Dollars ($5,000,000.00) and (ii) all unpaid interestthat hasaccrued under the Loan as of December 28, 2006.          **d. Interest Payments.**Accrued and unpaid interest shall be due and payableon the 28th of each month commencing January 28, 2007.          **e. Principal Payments.**In addition to all other payments required under theNote, Borrower shall pay to Lender, in immediately available funds, five monthly payments inthe amount of Eight Hundred Thirty Four Thousand and No/100 Dollars ($834,000.00), which shall bedue and payable on July 28, 2007, August 28, 2007, September 28, 2007, October 28, 2007 andNovember 28, 2007. Furthermore, Borrower shall pay to Lender, in immediately available funds, onepayment in the amount of Eight Hundred Thirty Thousand and No/100 Dollars ($830,000.00), whichshall be due and payable on the Maturity Date together with all interest, fees and amounts thendue under the Loan.          **f. Additional Financial Statements Required.**The following language shall beadded as Section 8(a)(iv) of the Note:“Additionally, Borrower must submit to Lender within ten (10) days from the end of each month,monthly financial statements (all of which financial statements must include a balance sheet,income statement, sources and uses of funds for such fiscal month, projected sources and uses offunds for the coming month, detailed listing and description of all contingent liabilities, taxreturns,written verification of liquidity and such other supporting schedules and documentation). All suchfinancial statements shall be certified as true and correct by Borrower’s Chief Financial Officerin a form acceptable to the Lender in all respects.”          **g. Formof Payment.**From the date hereof, Borrower must make all paymentsof any kind whatsoever, due by Borrower to Lender in connection with the Loan, via wiretransfer ofimmediately available funds, in accordance with the wiring instructions attached hereto asExhibit A.          **h. Covenants.**Section 8(b) and 8(c) of the Note are hereby deleted.     **5. ****Modification to Atlanta Loan, Highlands Loan and Bellemeade Loan.**Simultaneously with the execution of this Agreement, (i) Comstock Homes of Atlanta, LLC, ComstockHomes of Myrtle Beach, LLC (formerly known as Parker-Chandler Homes/South Carolina, LLC) andBorrower shall execute that certain Loan Modification Agreement in connection with that certainloan originally made by Lender to Comstock Homes of Atlanta, LLC (formerly known as PCHDevelopment, LLC which is successor by merger to Parker Chandler Homes, Inc.) in the originalprincipal amount of Seven Million Five Hundred Thousand and No/100 Dollars($7,500,000.OO) (as the same has been amended, renewed, supplemented or restated from time toBank of America — Comstock Homebuilding Unsecured Loan Modification
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time, the “Atlanta Homes Loan”) (ii) Highland Avenue Properties, LLC and Borrower shall executethat certain Loan Modification Agreement in connection with that certain loan originally made byLender to Highland Avenue Properties, LLC in the original principal amount of Four Million EightHundred Fifty One Thousand Two Hundred Thirty-Five and No/100 Dollars ($4,851,235.00) (as the samehas been amended, renewed, supplemented or restated from time to time, the “Highlands Loan”); and(iii) Comstock Bellemeade, L.C. and Borrower shall execute that certain First Loan ModificationAgreement in connection with that certain loan originally made by Lender to Comstock Bellemeade,L.C. in the original principal amount of Forty-Six Million Seven Hundred Twenty-Five Thousand andNo/100 Dollars ($46,725,000.00) (as the same has been amended, renewed, supplemented or restatedfrom time to time, the “Bellemeade Loan”).     **6. ****Borrower’s Representations and Warranties****.**The Borrower hereby reaffirms all ofrepresentations and warranties set forth in the Loan Documents,  and  further represents and warrantsthat: (a) the execution and delivery of this Agreement does not contravene, resulting in a breachof, or constitute a default under, any deed of trust, loan agreement, indenture or other contractor agreement to which Borrower is a party or by which Borrower or any of its properties may bebound (nor would such execution and delivery constitute such a default with the passage of time orthe giving of notice or both), and does not violate or contravene any law, order, decree, rule,regulation or restriction to which Borrower or any of Borrower’s Property is subject; (b) thisAgreement constitutes the legal, valid and binding obligations of Borrower enforceable inaccordance with its terms; (c) the execution and delivery of, and performance under, this Agreementare within Borrower’s power and authority without the joinder or consent of any other  party andhave been duly authorized by all requisite action, and are not in contravention  of any law,  or ofany indenture, agreement or undertaking to which Borrower is a party or by which it is bound; (d)there exists no default under the Note or any other Loan Document which will not be cured byexecution of this Modification; (e) there are no offsets, claims or defenses with respect to theObligations; and (f) Borrower is duly organized and legally existing under the laws of the state ofits organization and is duly qualified to do business in the Commonwealth of Virginia. The Borrowerfurther represents and warrants that, except as disclosed in public filings, there is no materialsuit, judicial or administrative action, claim, investigation, inquiry, proceeding or demandpending (or, to Borrower’s knowledge, threatened) against (i) Borrower, or against any other personliable directly or indirectly for the Obligations, or (ii) which affects title to any of Borrower’sProperty or the Borrower’s title to any of Borrower’s Property, or (iii) which affects the validityenforceability or priority of any of the Loan Documents. Borrower agrees to indemnify and hold theLender harmless against any loss, claim damage, liability or expense (including, withoutlimitation, attorneys’ fees) incurred as a result of any representation  or warranty  made by Borrower  herein which proves to be untrue or inaccurate in any respect, and any such occurrenceshall constitute a default under the Loan Documents.     **7. ****Renewal; Obligation Continuation; No Novation****.**The Borrower hereby renews theObligations and promises to pay and perform the Obligations as modified by this Agreement. AllObligations evidenced by the Note are hereby ratified and confirmed as valid, subsisting andcontinuing to secure the Obligations, as modified hereby, Nothing herein shall in any mannerdiminish, impair, waive or extinguish the Note or the Obligations. The execution and delivery ofthis Agreement shall not constitute a novation of the debt evidenced by the Note and the LoanDocuments.     **8. ****Expenses****.**Borrower shall pay all costs and expenses and reimburse Lender forany and all expenditures of every character incurred or expended from time to time, regardless ofwhether a default shall have occurred, in connection with (a) this Agreement;Bank of America — Comstock Homebuilding Unsecured Loan Modification
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(b) therestructuring of the Loan which has occurred previous to and simultaneously with the execution of this Agreement;(c) the issuance by Lender at any time (including any time prior to the execution of thisAgreement) of any default letters or standstill letters or correspondence of any kind to Borrowerin connection with the Loan; (d) the evaluation, monitoring and protection of any of Borrower’sProperty pursuant to rights given in the Loan Documents or by law; and (e) the creation, perfectionor realization upon the Liens, and all costs and expenses relating to Lender’s exercise of any ofits rights and remedies under any of the Loan Documents or at law, including, without limitation,all filing fees, taxes, brokerage fees and commissions, title review and abstract fees, recordationand transfer taxes, Uniform Commercial Code search fees, other fees and expenses incident to titlesearches, reports and security interests, escrow fees, attorneys’ fees, legal expenses, courtcosts, fees and expenses incurred in connection with any complete or partial liquidation of theProperty, and all fees and expenses for any professional service relating to the Property or anyoperations conducted in connection with it; provided, however, no right or option grantedby Borrower to Lender or otherwise arising pursuant to any provision of this or any other documentshall be deemed to impose a duty on Lender to supervise, monitor or protect any aspect of theProperty or any operations conducted in connection with it.     **9. ****Authorization.** At the time of execution of this Modification, Borrower shall, ifand to the extent requested by Lender, deliver to Lender (a) the opinion of Borrower’s counseldated the date hereof, in form and substance satisfactory to Lender, that this ModificationAgreement has been duly authorized, executed and delivered by Borrower and is binding on, andenforceable against, the Borrower in accordance with its terms; and (b) such other evidence of dueauthorization and execution by the Borrower as the Lender may require.     **10. ****Further Assurances****.**The Borrower agrees to execute and deliver to the Lender,promptly upon request from Lender, such additional documents as may be necessary or appropriate toconsummate the transactions contemplated herein or to perfect, or continue the perfection of, theLiens.     **11. ****No Defenses****.**Borrower represents and warrant that they (individually andcollectively) have no claims, actions, causes of action, defenses, counterclaims or setoffs of anykind or nature which Borrower can assert against Lender in connection with the making, closing,administration, collection or enforcement by Lender of the Loan Documents, this Agreement or anyrelated agreements.     **12. ****Default Under Deed of Trust****.**If Borrower shall fail  to  keep  or  perform  any of  thecovenants or agreements contained herein or in any of the Loan Documents, or if any statement,representation or warranty contained herein is false, misleading or erroneous in any materialrespect, Borrower shall be deemed to be in default under the Loan Documents and Lender shall beentitled at its option to exercise any and all of the rights and remedies granted pursuant to theLoan Documents, as amended hereby, or any other Loan Document or to which Lender may otherwise beentitled, whether at law or in equity.     **13. ****No Waiver by Lender****.**Borrower acknowledges and agrees that the execution of thisAgreement by the Lender is not intended nor shall it be construed as (a) an actual or impliedwaiver of any, default under the Note or any other Loan Document (apart from Borrower’s failure topay the Loan in full on November 22, 2006), or (b) an actual or implied waiver of any condition orobligation imposed upon the Borrower pursuant to the Note or any other Loan Document, except tothe extent, if any, specified herein.Bank of America — Comstock Homebuilding Unsecured Loan Modification
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     **14. ****Borrower’s Performance****.**If Borrower should fail to comply with any of theagreements, covenants or obligations of the Borrower under this or any other Loan Document, thenLender (in Borrower’s name or in its own name) may, but is under no obligation to, perform them orcause them to be performed for the account of Borrower at Borrower’s sole expense, Any and allexpenses thus incurred or paid by Lender shall be Borrower’s demand obligations to Lender and shallbear interest, from the date of Lender’s payment of any such obligation or expense for Borrower’saccount until the date on which Borrower repays it to Lender, at the default rate of  interest setforth in the Note. Upon  making  any such payment or  incurring  any such  expense, Lender shall befully subrogated to all of the rights of the person or entity receiving such payment. Any amountsowing by Borrower to Lender pursuant to this provision or any other provision of this Agreementshall automatically and without notice constitute a portion of the Obligations evidenced by theNote and the other Loan Documents. The amount and nature of any such expense and the time when paidshall be fully established by the affidavit of Lender or any of Lender’s officers or agents.     **15. ****Releaseof Lender**. Upon execution of this Agreement, Borrower hereby releases,remises and forever discharges Lender, its employees, officers, directors, consultants, advisors,participants, agents and affiliates (collectively, the “Lender Parties”) from any and allcauses of actions, suits, debts, claims and demands whatsoever arising prior to execution of thisAgreement in law or in equity due to any action taken or omitted be taken by any of the LenderParties in connection with the Loan, the Atlanta Homes Loan, the Highlands Loan, the BellemeadeLoan or any other potential transaction between Borrower (or any affiliate of Borrower) andLender that may have been discussed with Lender but  not consummated.     **16. ****Miscellaneous****.**To the extent of any conflict between the Note (or any earliermodification of it) and this Modification, this Modification shall control. Except as herebyexpressly modified, all terms of the Note and all other Loan Documents (as any of them may havebeen previously modified by any written agreement) remain in full force and effect. ThisModification Agreement (a) shall bind and benefit the parties hereto and their respective heirs,beneficiaries, administrators, executors, receivers, trustees, successors and assigns (provided,however, no party other than the Lender shall assign its rights hereunder without the priorwritten consent of the Lender); (b) may be modified or amended only by a writing signed by theLender and the Borrower; (c) SHALL BE GOVERNED BY (INCLUDING BUT NOT LIMITED TO ITS VALIDITY,ENFORCEMENT AND INTERPRETATION) THE LAWS OF THE COMMONWEALTH OF VIRGINIA AND UNITED STATES FEDERALLAW; (d) may be executed in several counterparts, and by the parties hereto on separatecounterparts, and each counterpart, when executed and delivered, shall constitute an originalagreement enforceable against all who signed it without production of or accounting for any othercounterpart, and all separate counterparts shall constitute the same agreement; and (e) embodiesthe entire agreement and understanding between the parties with respect to modifications ofdocuments provided for herein and supersedes all prior conflicting or inconsistent agreements,consents and understandings relating to such subject matter. “Borrower” shall include, in theirindividual capacities and jointly, all parties hereinabove named as the Borrower. The duties,covenants, conditions, obligations, and warranties of the Borrower in this Agreementshall be joint and several obligations of the Borrower and, if more than one, of each party nameda the Borrower hereinabove, and each such party’s heirs, legal representatives, successors andassigns. If any Borrower is a corporation, partnership or other legal entity, the Borrower and theperson or persons signing for it represent and warrant to the Lender that this Agreement is dulyexecuted, acknowledged and delivered by the Borrower’s duly authorized representatives. Wheneverused herein, the singular number shall include the plural and the plural the singular, and anygender shall be applicable to all genders. The use of the words “herein”, “hereof, “hereunder”and other similar compounds of the word “here” shall refer to this entire Modification and not toany particular section, paragraph or provision. The headings in this Modification shall be accordedno significance in interpreting it.Bank of America — Comstock Homebuilding Unsecured Loan Modification
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     **17. ****Notices.** All notices, in connection with the Loan addressed to Lender, shallhereinafter be sent to Lender at the following address:**Lender:**Norman Trepner