Filed by Automated Filing Services Inc. (604) 609-0244 - Landwin REIT, Inc. - Exhibit 10.8






RENEWAL, EXTENSION AND MODIFICATION AGREEMENT 

	Effective Date: 	April 13, 2007 
	  	  
	Original Note: 	  
	               
         Date: 	April 13, 2006 
	               
         Amount: 	$2,500,000.00 
	               
         Original Maker: 	Landwin REIT, Inc. 
	               
         Original Payee: 	Sylvia, Inc. 
	  	  
	New Maturity Date: 	April 13, 2008 



	Current Principal Balance (Amount Financed): 	$2,500,000.00 



	Current Borrower (If same as Original Maker enter "N/C"):
    	N/C 
	Holder (If same as Original Payee enter "N/C"): 	N/C 



	Interest Rate: 	As stated in the Original Note. 
	 	 
	Payment Schedule: 	All principal and accrued and unpaid interest
      is due and payable on the New Maturity Date. 
	 	 
	Other Modifications: 	None 


          This
RENEWAL, EXTENSION AND MODIFICATION AGREEMENT (this "Renewal") is to be
effective as of the Effective Date. 

          Current
Borrower and Holder agree as follows: 

          1.      Renewal.
The Original Note is renewed and extended by changing the maturity date to the
New Maturity Date, and is also modified as set forth above under
"Interest." 

          2.     
Ratification. Except as modified, renewed and extended by this
Renewal, the parties in all respects ratify and confirm the Original Note and
the Original Note as modified, renewed and extended by this Renewal will be
construed as one and the same instrument. 

          3.     
Release. In consideration of the agreement of Holder to
enter into this Renewal, which consideration is agreed by Current Borrower to be
good and sufficient, Current Borrower hereby RELEASES, ACQUITS AND FOREVER
DISCHARGES Holder, its directors, officers, shareholders, agents, contractors,
employees, affiliates, attorneys, successors and assigns from any and all
claims, demands, liens, damages, actions or suits, of any nature or character,
whether statutory (including without limitation usury claims), in contract or in
tort, known or unknown, which have accrued or may accrue to Current Borrower or
any creditor or affiliate of Current Borrower on account of any injuries,
damages or losses or otherwise arising out of or in any way connected to (i) any
extension of credit by Holder to Current Borrower on or prior to the date
hereof, or (ii) any matter or thing done, omitted or suffered to be done by
Holder, its directors, officers, shareholders, agents, employees, affiliates,
attorneys, predecessors or assignors on or prior to the date hereof. 

THIS RENEWAL AND ALL OTHER WRITTEN LOAN DOCUMENTS RELATED TO
THIS RENEWAL REPRESENT THE FINAL AGREEMENT AMONG 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 AMONG THE PARTIES. 




          IN
WITNESS OF THE FOREGOING, Current Borrower and Holder have each executed this
Renewal on the dates indicated below, to be effective as of the Effective Date.


	 	CURRENT BORROWER: 	  
	 	  	LANDWIN REIT, INC., 
	 	  	a Maryland corporation 
	 	  	  
	 	  	  
	 	  	  
	 	Date: _____________________	By:
      _____________________________________________________________
	 	  	Name:
      ___________________________________________________________
	 	  	Title:
      ____________________________________________________________
	 	  	  
	 	  	  
	 	  	  
	 	HOLDER: 	  
	 	  	  
	 	  	  
	 	Date: _____________________	SYLVIA, INC. 
	 	  	  
	 	  	  
	 	  	By:
      _____________________________________________________________
	 	  	Name:
      ___________________________________________________________
	 	  	Title:
      ____________________________________________________________






THE STATE OF __________________________

COUNTY OF ____________________________

                    The
foregoing instrument was acknowledged before me on the ____ day of April, 2007
by _________________________, _____________________of LANDWIN REIT, INC., a
Maryland corporation. 

 

	____________________________
	My Commission
      Expires:                                                         ______________________________________________
	               
                         
                         
                         
                         
           Notary Public, State of
  ____________________________
	               
                         
                         
                         
                         
           My Commission expires:
  ___________________________


THE STATE OF __________________________

COUNTY OF ____________________________

                    The
foregoing instrument was acknowledged before me on the ____ day of April, 2007
by _________________________, _____________________of Sylvia, Inc. 

______________________________________________
Notary Public,
State of : ___________________________
My Commission expires:
___________________________