Exhibit
      10.11


**SECOND
      AMENDMENT TO LEASE**




THIS
      SECOND
      AMENDMENT TO LEASE (the “Second Amendment”) is dated as of the 19  day
      of
      October, 2001, by and between CRESCENT BROOKDALE ASSOCIATES, LLC, a Georgia
      limited liability company (the “Landlord”), successor to Crescent Resources,
      LLC, the successor to Crescent Resources, Inc., and OUTBACK STEAKHOUSE, INC.,
      a
      Delaware corporation (the “Tenant”).






**RECITALS**




A.
      Landlord
      and Tenant entered into a certain Lease Agreement dated as of September 10,
      1998, as amended by First Amendment dated June 14, 1999, (the “Lease”) with
      respect to certain Premises described therein and containing 93,198 rentable
      square feet of space located on the fourth and fifth floors of Corporate Center
      One at International Plaza.




B.
      Tenant
      wishes to increase the size of the Premises by leasing 16,498 rentable square
      feet of space on the third floor of the Building and Landlord is willing to
      add
      such space to the Premises subject to the terms and conditions described herein.




C.
      Ariba,
      Inc. (“Ariba”), another tenant in the Building, wishes to vacate the space to be
      leased by Tenant and Landlord is willing to lease such space to Tenant on terms
      and conditions described herein.




D.
      Tenant
      understands that this space expansion is contingent upon Landlord and Ariba
      entering into a lease amendment regarding the space to be vacated by Ariba
      on
      terms and conditions acceptable to Landlord and that Landlord may cancel this
      Second Amendment if the space is not vacated by Ariba.






**AMENDMENT**




NOW,
      THEREFORE, in consideration of the premises and the mutual covenants contained
      herein, Landlord and Tenant do hereby agree as follows:




1




1.  Defined
      Terms; Recitals .
      Except
      as otherwise set forth herein, all terms contained in this Second Amendment
      shall have the same meaning ascribed to them in the Lease. The Recitals set
      forth above are true and correct.




2.  Space
      Expansion .
      Effective November 1, 2001, the Premises are hereby expanded to include the
      space described on Exhibit A attached hereto located on the third floor of
      the
      Building (the “Expansion Space”). Such Expansion Space is agreed to contain
      16,498 rentable square feet, therefore the Premises Net Rentable Area as
      provided in the Lease Summary is increased to 109,696 square feet effective
      November 1, 2001. The Commencement Date for the Expansion Space shall be
      November 1, 2001, and shall expire November 30, 2005 (the “Expansion Space
      Term”). Tenant shall have the right and option to extend the Expansion Space
      Term by exercising its Renewal Option as described below. If Tenant does not
      exercise its Renewal Option to extend the Expansion Space Term, then the Lease
      shall terminate as to the Expansion Space on November 30, 2005.




3. Base
      Rental .
      Base
      Rental for the Expansion Space shall be waived for the month of November, 2001,
      however Tenant shall have access to the Expansion Space beginning November
      1,
      2001, in order to prepare such Expansion Space for use and occupancy by Tenant.
      Base Rental shall be payable by Tenant as to the Expansion Space at a different
      rate per rentable square foot than is applicable to the original Premises.
      Accordingly, Base Rental as to the Expansion Space containing Net Rentable
      Area
      of 16,498 square feet shall be payable from and after December 1, 2001, in
      the
      following annual and monthly rental amounts during the following Periods of
      the
      Expansion Space Term:






Annual
                Rent PerPeriod
            
            Rentable
                Square Foot
            
            Monthly
                Rent12/01/01
                - 11/30/02
            
            $24.46
            
            $33,628.4212/01/02
                - 11/30/03
            
            $25.20
            
            $34,645.8012/01/03
                - 11/30/04
            
            $25.95
            
            $35,676.9312/01/04
                - 11/30/05
            
            $26.73
            
            $36,749.30




Tenant
      shall
      pay Base Rental for the Expansion Space as described above in advance on the
      first day of each month in addition to Base Rental due for the original Premises
      as described in the Lease.




4. Expense
      Stops .
      The
      Basic Costs Expense Stop as to the Expansion Space shall be Seven and 00/100
      Dollars ($7.00) per rentable square foot of the Expansion Space. Tenant shall
      pay Landlord for increases in Basic Costs above the




2




Basic
      Costs Expense Stop for the Expansion Space as described in Paragraph 7 of the
      Lease. The Premises Electrical Expense Stop shall be seventy cents (70 cents)
      per rentable square foot of the Expansion Space. Tenant shall pay electrical
      expenses for the Expansion Space exceeding such Premises Electrical Expense
      Stop
      pursuant to Paragraph 13 of the Lease.




**5. Space
      Expansion Fee .
      Landlord expects to receive a Space Reduction Fee from Ariba as consideration
      for reducing the amount of space leased by Ariba in the Building. Provided
      that
      such Space Reduction Fee is paid to Landlord, then Landlord shall pay to Tenant
      a fee in the amount Four Hundred Thirty Six Thousand Nine Hundred Ninety Five
      and 00/100 Dollars ($436,995.00) (the “Space Expansion Fee”) as consideration
      for Tenant’s expansion of the Premises to include the Expansion Space and to
      assist Tenant in preparing such Expansion Space for use and occupancy by Tenant.
      Such Space Expansion Fee shall be paid by Landlord to Tenant within ten (10)
      days after the Commencement Date of the Expansion Space Term.




6. Expansion
      Space .
      The
      Expansion Space shall be accepted by Tenant “as is” and Landlord shall have no
      obligation to construct or alter improvements in the Expansion Space. Tenant
      may
      make alterations to the Expansion Space pursuant to Paragraph 12 of the Lease.
      Plans and specifications for such alterations shall be subject to Landlord’s
      reasonable review and approval and the cost of such alterations shall be paid
      by
      Tenant.




7. Parking .
      During
      the Expansion Space Term, Tenant shall be entitled to the use of additional
      parking spaces at the rate of Five *(5* parking
      spaces for each one thousand (1,000) square feet of usable area of the Expansion
      Space, including one (1) additional reserved parking space.




8. Renewal
      Option .
      Tenant
      shall have the option to renew this Lease as to the Expansion Space for one
      (1)
      Renewal Term commencing December 1, 2005, and expiring March 31, 2010, which
      is
      the expiration date of the Lease Term for the original Premises. Such Renewal
      Term shall be subject to the provisions of the Lease and at the then current
      market rental rate for renewal leases in Class A office buildings in the
      Westshore Business District of Tampa, Florida, as such rental rate is reasonably
      determined by agreement of Landlord and Tenant or determined by the
      three-appraiser method described below if Landlord and Tenant cannot agree.
      Tenant shall exercise such Renewal Option by written notice to Landlord given
      no
      later than December 1, 2004. If Landlord and Tenant, acting in good faith,
      have
      not, within thirty (30) days after such exercise, executed a renewal amendment
      to the Lease which amendment states, inter  alia ,
      the
      rental rate applicable to the Expansion Space during the Renewal Term, then
      Landlord and Tenant shall each select a MAT appraiser who, in turn, shall select
      a third MAT appraiser. The three (3) appraisers shall determine by
      majority




3




action
      the market rental rate for renewal leases in Class A office buildings in the
      Westshore Business District of Tampa, Florida. The determination of the three
      appraisers shall be binding on Landlord and Tenant and shall establish the
      rental rate for the Expansion Space during such Renewal Term. The above
      notwithstanding, the rental rate for the Expansion Space during the Renewal
      Term
      shall be no less than the average rental rate for the Expansion Space for the
      two (2) years of the Expansion Space Term immediately preceding the Renewal
      Term. Landlord and Tenant shall each bear the cost of the appraiser they
      selected and shall share equally the cost of the third appraiser. Tenant may
      exercise its option to renew and Tenant’s exercise of that option shall be
      effective only if, at the time of Tenant’s exercise and on the commencement date
      of any Renewal Term, the Lease is in full force and effect and Tenant is not
      in
      default under the Lease beyond any applicable cure period; provided that Tenant
      must, in any event, cure any then existing default within its applicable cure
      period or such exercise shall, at Landlord’s option, be deemed ineffective and
      null and void in its entirety. Upon exercise of the Renewal Option and
      determination of the rental rate, the Lease as to the Expansion Space shall
      be
      extended for the Renewal Term.




9. Real
      Estate Broker .
      Landlord and Tenant represent and warrant to the other that it neither consulted
      nor negotiated with any broker or finder with regard to the Expansion Space
      or
      this Second Amendment except for Cushman & Wakefield of Florida, Inc.
      (“Cushman”) and CLW Real Estate Services Group (“CLW”). Landlord shall pay a
      leasing commission to CLW in the amount of Fifty Five Thousand and 00/100
      Dollars ($55,000.00) if and when Landlord receives the Space Reduction Fee
      from
      Ariba. Ariba shall be solely responsible for paying any commission due to or
      claimed by Cushman. If any claim for brokerage fees in connection with this
      Second Amendment is made by any other broker, realtor or agent claiming to
      have
      dealt through or on behalf of the parties hereto, such party shall indemnify,
      defend and hold the other party harmless from all liabilities, damages, claims,
      costs and expenses with respect to such claim for broker fees or commission.




10.  Landlord’s
      Contingency .
      Tenant
      acknowledges that Landlord is entering into this Second Amendment in
      anticipation of Ariba vacating the Expansion Space on terms and conditions
      acceptable to Landlord. If Landlord and Ariba do not enter into a lease
      amendment excluding the Expansion Space from the premises leased to Ariba by
      October 31, 2001, or if Ariba does not pay Landlord the Space Reduction Fee
      by
      November 1, 2001, then Landlord shall have the right, but not the obligation,
      to
      cancel this Second Amendment, in which event the Premises shall not be expanded
      and the Lease shall continue in full force and effect as to the original
      Premises. If Landlord elects to cancel this Second Amendment, then Landlord
      shall provide written notice of such election to Tenant at the Notice Address
      of
      Tenant set forth in the Lease, failing which notice, this Second Amendment
      shall
      remain in full force and effect.




4




11. Tenant’s
      Contingency .
      Landlord acknowledges that Tenant is entering into this Second Amendment in
      anticipation of (i) Landlord entering into an agreement with Ariba to terminate
      Ariba’s lease with respect to the Expansion Space and deliver possession of the
      Expansion Space to Tenant, and (ii) Landlord paying to Tenant the Space
      Expansion Fee. If Landlord does not enter into an agreement with Ariba
      terminating Ariba’s lease with respect to the Expansion Space by November 1,
      2001 and pay to Tenant the Space Expansion Fee within the date provided herein,
      then Tenant shall have the right to terminate this Second Amendment in which
      event the Premises shall not be expanded and the Lease shall continue in full
      force and effect.





12. Binding
      Effect .
      The
      Lease, as modified by this Second Amendment, and all covenants, agreements,
      exhibits, terms and conditions contained therein, shall remain in full force
      and
      effect and is hereby ratified and confirmed. The provisions of this Second
      Amendment shall control conflicting provisions of the Lease.




IN
      WITNESS
      WHEREOF, Landlord and Tenant have executed this Second Amendment as of the
      day
      and year first above written.








**LANDLORD**
            
            **TENANT**CRESCENT BROOKDALE
            
            OUTBACK
              STEAKHOUSE, INC.,ASSOCIATES, LLC, a Georgia
            
            a Delaware corporationLimited liability companyBy:
            /s/ Fred
              Henritze
            
            By:
            /s/ Robert
              S.
              MerrittName:
            Fred Henritze
            
            Name:
            Robert S.
              MerrittTitle:
            Senior Vice
              President
            
            Title:
            Chief Financial
              OfficerDate:
            10-19-01
            
            Date:
            10-11-01




Attachment





Exhibit
      A
      - Expansion Space







5