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                                                                   EXHIBIT 10.11


                               SECOND AMENDMENT TO
                          LIMITED PARTNERSHIP AGREEMENT
                                       OF
                           THIRD STREET PARTNERS, LTD.


         THIS SECOND AMENDMENT TO LIMITED PARTNERSHIP AGREEMENT OF THIRD STREET
PARTNERS, LTD. (the "Amendment"), effective as of the ____ day of September,
2000, by and among TRG-BRN, LLC, a Florida limited liability company ("TRG"),
LEV-BRN, INC., a Florida corporation ("LEV-BRN"), and BO-MA, LLC, a Florida
limited liability company ("BOMA"), (collectively, the "General Partners" and
individually, a "General Partner"), and THE RELATED GROUP OF FLORIDA, a Florida
general partnership ("Related"), LEVITT AND SONS, INC., a Maryland corporation
("Levitt"), and BOCA-MANDY ACQUISITIONS, LTD., a Florida limited partnership
("Boca") (each a "Limited Partner" and collectively the "Limited Partners").

                                    RECITALS

         1.       The General Partners and Limited Partners entered into that
certain Agreement of Limited Partnership of Third Street Partners, Ltd. (the
"Partnership Agreement") which provided for the organization of Third Street
Partners, Ltd. (the "Partnership").

         2.       The Partnership Agreement was amended by that certain Letter
Agreement dated September ___, 2000 (the "First Amendment") (hereafter the
Partnership Agreement and First Amendment shall be collectively referred to as
the "Partnership Agreement").

         3.       The Partners now desire to again amend the Partnership
Agreement.

                                    AGREEMENT

         NOW, THEREFORE, in consideration of the mutual covenants herein
contained, the General Partners and Limited Partners hereby agree as follows:

         (a)      All capitalized terms used herein and not specifically defined
herein shall have the respective meanings assigned to those terms in the
Partnership Agreement.

         (b)      The Partnership shall forthwith seek to amend the Purchase
Agreement to provide inter alia for the following:

                  a.       The deposit pursuant to the Purchase Agreement shall
be increased from $90,000.00 to $190,000.00.

                  b.       If Governmental Approvals are not achieved on or
before December 29, 2000, and the Buyer defaults in closing title, the Seller
shall have the right to terminate the Purchase



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Agreement, retain $90,000.00 of the Deposit and be obligated to return
$100,000.00 of the Deposit to the Buyer.

         (c)      Section 6.2.3(b) of the Partnership Agreement shall be amended
to provide in the introductory paragraph thereof that Levitt's contribution of
the Partnership shall be $166,667.00 and Related's contribution to the
Partnership shall be the sum of $83,333.00;and shall further provide in
subsection (i) that upon modification of the Purchase Agreement as provided in
this Amendment, the Partnership shall pay to the Seller pursuant to the Purchase
Agreement an additional $100,000.00 as a Deposit towards the Purchase Price
which shall be repaid to Levitt and Related in the amount contributed by them if
such amount is repaid to the Partnership by the Seller pursuant to the Purchase
Agreement, as amended.

         (d)      Section 6.2.3(b)(ii) of the Partnership Agreement is amended
to delete September 18, 2000 and insert in lieu thereof October 31, 2000.

         (e)      As modified and supplemented hereby, the Partnership Agreement
continues to remain in full force and effect.

         (f)      This Agreement may be executed in counterparts and may be
delivered by telecopy, each of which shall be deemed an original.

         IN WITNESS WHEREOF, the parties have executed this Second Amendment to
Partnership Agreement this ____ day of September, 2000.

                             TRG-BRN, LLC, a general partner of the Partnership


                             By:
                                ------------------------------------------------



                             LEV-BRN, INC., a general partner of the Partnership


                             By:
                                ------------------------------------------------


                             BO-MA, LLC., a general partner of the Partnership


                             By:
                                ------------------------------------------------


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                                    THE RELATED GROUP OF FLORIDA, a Florida
                                    general partnership, a limited partner of
                                    the Partnership

                                    By: RELATED FLORIDA, LTD., a Florida limited
                                        partnership

                                    By: RELATED FLORIDA, INC., a Florida
                                        corporation, a general partner

                                                     AND

                                    By: RELATED GENERAL OF FLORIDA, LTD., a
                                        Florida limited partnership

                                    By: RCMP, INC., a Delaware corporation, a
                                        general partner


                                        By:
                                           -------------------------------------


                                    LEVITT AND SONS, INC., a limited partner of
                                    the Partnership


                                    By:
                                       -----------------------------------------


                                    BOCA-MANDY ACQUISITIONS, LTD., a Florida
                                    limited partner of the partnership

                                    By:  BOCA-MANDY CORP., its general partner

                                         By:
                                            ------------------------------------


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