EXTENSION OF REAL ESTATE NOTE AND LIEN

NOTICE OF CONFIDENTIALITY RIGHTS:  IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER’S LICENSE NUMBER.

THE STATE OF TEXAS

KNOW ALL MEN BY THESE PRESENTS:

COUNTY OF CAMERON

That SOUTH PADRE ISLAND DEVELOPMENT, L.L.C. FORMERLY KNOWN AS SOUTH PADRE ISLAND DEVELOPMENT, L.P. of CAMERON County, Texas, herein called the undersigned, being legally obligated to pay the hereinafter described promissory Note and who, if not presently primarily liable for the payment of said Note, does hereby expressly assume the payment thereof, said Note being in the original principal sum of ONE MILLION FIVE HUNDRED SEVEN THOUSAND DOLLARS AND NO/100THS ($1,507,000.00) dated December 19, 2003, executed by SOUTH PADRE ISLAND DEVELOPMENT, L.P., payable to the order of TEXAS STATE BANK and secured by a Deed of Trust dated December 19, 2003, recorded in Document #00070131, Volume 9730, Page 70, in the Official Records of Cameron County, Texas, said Note and Lien being extended by Extension of Real Estate Note and Lien effective May 1, 2008, recorded in Document #2008-00026322, Volume 15134, Page 146, of the Official Records of Cameron County, Texas; and Extension of Real Estate Note and Lien effective July 1, 2008, recorded in Document #____________, Volume _________, Page _______, of the Official Records of Cameron County, Texas; said Note being secured by the liens therein created or mentioned against the following property, to-wit:

Lots H45, H47, H56, H-57, H60, H61 and H62, The Harbor Block 7 Subdivision, a Subdivision in the Town of Laguna Vista, Cameron County, Texas, according to the map or plat thereof recorded in Cabinet 1, Slot 2550-A, Map Records of Cameron County, Texas; reference to which is here made for all purposes.

Lots H63, H64, H65, H66, H67, H68, H69, H70, H71, H72, H73, H74, B15, B16 and B17, The Harbor Block 9 Subdivision, a Subdivision in the Town of Laguna Vista, Cameron County, Texas, according to the map or plat thereof recorded in Cabinet 1, Slot 2550-B, Map Records of Cameron County, Texas; reference to which is here made for all purposes.

Tract I :

Tract II :

THENCE, along the North right of Way Line of said F.M. 510 and along said curve to the left, with a radial bearing of South 54 degrees 37 minutes 14 seconds West, a radius of 2343.36 feet, with a delta angle of 6 degrees 41 minutes 57 seconds, an arc length of 273.99 feet (Chord: North 38 degrees 43 minutes 44 seconds West, 273.84 feet), to a point on the North Right of Way of said F.M. 510, for a corner of the tract herein described;

THENCE leaving the North Right of Way Line of said F.M. 510, North 47 degrees 55 minutes 17 seconds East a distance of 61.95 feet to a point on the West boundary of a 10.00 foot Utility Easement as shown on the recorded plat of South Padre Island golf Community Parcel 7, for a corner of the tract herein described;

THENCE along the West boundary of said 10.00 foot Utility Easement, South 82 degrees 38 minutes 38 seconds East a distance of 110.44 feet to a point on the North boundary of Lot 1, Block 6, of said South Padre Island Golf Community Parcel 7, for a corner of the tract herein described;

THENCE along the North boundary of Lot 1, Block 6 of said South Padre Island golf Community Parcel 7, South 54 degrees 47 minutes 49 seconds West a distance of 58.18 feet to a point being the Northwest corner of Lot 1, Block 6 of said South Padre Island Golf Community Parcel 7 and being on a curve to the right, for a corner of the tract herein described;

THENCE along said curve to the right along the West boundary of Lot 1, Block 6 of said South Padre Island Golf Community Parcel 7, with a radial bearing of North 69 degrees 41 minutes 37 seconds East, a radius of 146.86 feet, with a delta angle of 18 degrees 16 minutes 49 seconds, an arc length of 46.86 feet (Chord:  South 29 degrees 26 minutes 47 seconds East, 46.66 feet) to the point of curvature of a curve to the left, for an angle point of the tract herein described;

THENCE continuing along the West boundary of Lot 1, Block 6 of said South Padre Island Golf Community Parcel 7, and along said curve to the left, with a radial bearing of South 50 degrees 50 minutes 40 seconds West, a radius of 2392.37 feet, with a delta angle of 3 degrees 45 minutes 53 seconds, at an arc length of 30.36 feet, passing the common corner of Lot 1 and Lot 2, Block 6 of said South Padre Island Golf Community Parcel 7, for a total arc length of 157.18 feet, to the POINT OF BEGINNING, containing 0.365 acres of land, more or less.

AND who now desires to extend or rearrange the time or manner of payment of said Note and to extend and carry forward said liens on said property, and

WHEREAS, COMPASS BANK (formerly known as Texas State Bank), the legal owner and holder of said note and of the liens securing the same, in consideration of the premises and at the request of the undersigned, has agreed to extend or rearrange the time or manner of payment of said note as hereinafter provided;