Filed by Automated Filing Services Inc. (604) 609-0244 - Landwin REIT, Inc. - Exhibit 10.9






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: 	SmithDennison Capital, LLC 
	  	  
	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: _________________	SMITHDENNISON CAPITAL, LLC 
	  	  
	  	  
	  	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 SmithDennison Capital, LLC. 

 ______________________________________________

  Notary Public, State of ___________________

  My Commission expires: ________________________