Exhibit 10.10e


                               AMENDMENT TO
                AMENDED AND RESTATED EMPLOYMENT AGREEMENT

         This AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT is made and
entered into as of July 3, 2003 by and between BF ENTERPRISES, INC., a Delaware
corporation ("Corporation"), and BRIAN P. BURNS, an individual domiciled in
Florida ("Officer").

                                RECITALS

         A. Officer is employed by Corporation, as Chairman of the Board of
Directors, Chief Executive Officer and President, pursuant to that Amended and
Restated Employment Agreement, dated January 1, 2000 (the "Employment
Agreement").

         B. Corporation and Officer desire to amend the Employment Agreement.

         In consideration of the mutual covenants contained herein, and for
other good and valuable consideration, the parties agree as follows:

1. Section 2 of the Employment Agreement is amended in its entirety to provide
as follows:

                  2. Term of Employment. The term of employment of Officer by
         Corporation shall commence on the date hereof and continue until
         December 31, 2008 (the "Employment Period"), unless terminated earlier
         pursuant to Section 5 herein. At any time before December 31, 2008,
         Corporation and Officer may by mutual written agreement extend
         Officer's employment under the terms of this Agreement for such
         additional periods as they may agree. All references herein to the
         Employment Period shall refer to both the initial Employment Period and
         any such successive Employment Periods.

2. Section 3.1 of the Employment Agreement is amended in its entirety to provide
as follows:

                  3.1 Base Salary. As payment for the services to be rendered by
         Officer as provided herein, Corporation agrees to pay to Officer a base
         salary at the rate of Two Hundred Sixty-Five Thousand and No/100
         Dollars ($265,000.00) per annum (the "Base Salary") payable in equal
         semi-monthly installments. The Base Salary shall be subject to review
         by the Board of Directors, but shall in no event be less than a rate of
         $265,000 per annum during the Employment Period.

3. Section 3.3.1 of the Employment Agreement is amended in its entirety to
provide as follows:

                  3.3.1 General Benefits. Officer shall be eligible to
         participate in such of Corporation's benefit and deferred compensation
         plans as are now generally available or later made generally available
         to executive officers of Corporation, including, without limitation,
         any and all stock option, profit sharing, medical, dental, health,
         annual physical examination, life, disability insurance, tax

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         preparation, estate planning, financial planning, and supplemental
         retirement programs (including, without limitation, the Group Ltd.,
         Life and AD&D benefits through UNUM, the Travel and Accident Plan
         through the Hartford and The Aetna Group Medical Plan, or any successor
         to any such plan or benefit); provided, however, that any obligation of
         Corporation to purchase, acquire, provide or maintain life insurance
         coverage on the life of Officer or Officer's current wife shall be
         limited to group term life insurance coverage of the type and in the
         face amount no greater than the amount in effect as of the date hereof,
         and such coverage shall expire on the earlier of Officer's death or the
         end of the Employment Period. Corporation shall also pay the premiums
         on Officer's current long-term care insurance plan. For purposes of
         establishing the length of service under any benefit plans or programs
         of Corporation, the parties hereto acknowledge and agree that Officer
         has provided more than twenty-seven (27) years of service to
         Corporation (f/k/a Boothe Financial) as a Director, and in the year
         2003 will have provided twenty-two (22) years of service to the
         Corporation as the Chairman of the Board of Directors and Chief
         Executive Officer.

4. Section 4 of the Employment Agreement is amended in its entirety to provide
as follows:

                  4. Extended Healthcare Benefits. In consideration for
         Officer's more than twenty years of service to Corporation, in the
         event of a termination of this Agreement for a reason other than a
         Termination for Cause, Officer and his then current wife shall each
         continue to participate until the later of his or her death, at the
         Corporation's expense (or its successor's or assign's expense), in
         whatever medical, healthcare, dental, life insurance, reimbursement,
         disability and other benefits, plans and programs may be maintained by
         Corporation from time to time for its then current employees as if
         Officer were still a full-time employee of Corporation; provided,
         however, that if Officer is, for any reason, no longer eligible for
         such benefits, plans or programs, Corporation shall otherwise pay for
         all healthcare costs of Officer and his then current wife (including,
         without limitation, insurance premiums for healthcare, dental, life,
         disability and long-term care, and prescriptions and ancillary
         treatments and procedures); and provided further, however, that any
         obligation of Corporation to purchase, acquire, provide or maintain
         life insurance coverage on the life of Officer or Officer's current
         wife shall be limited to group term life insurance coverage of the type
         and in the face amount no greater than the amount in effect as of the
         date hereof, and such coverage shall expire on the earlier of Officer's
         death or the Employment Period.

5. Section 5.9 shall be added to the Employment Agreement to provide as follows:

                  5.9 Limitation on Payments Upon Death, Disability,
         Termination, Etc.. Notwithstanding anything in this Agreement to the
         contrary (including, but not limited to, any payments required pursuant
         to Sections 5 and 6 herein), under no circumstances shall Corporation
         be obligated to make payments to Officer (or Officer's estate or
         assignee) upon termination of Officer for any period exceeding
         thirty-six (36) months from the Date of Termination.

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6. Section 7.1 of the Employment Agreement is amended in its entirety to provide
as follows:

                  7.1 Non-Solicitation. During the Employment Period, and for a
         period of one (1) year following termination of Officer's employment
         under this Agreement for any reason whatsoever, Officer shall not
         directly or indirectly, as a partner, more than five percent (5%)
         shareholder, employee, consultant or in any similar manner whatsoever
         employ or join in partnership with any person who was an officer of the
         Corporation or any subsidiary of the Corporation of the rank of vice
         president or higher during the six-month period prior to the
         termination of Officer's employment hereunder and Officer shall not
         solicit any officer of the Corporation or any of its subsidiaries to
         leave the employ of the Corporation; provided, however, that
         notwithstanding the foregoing, Officer may join the law firm of Zelle,
         Hofmann, Voelbel, Mason & Gette LLP in any capacity and/or may employ
         or solicit his son, Brian P. Burns, Jr., Ms. Carol Young and Ms. Louise
         Killoran to leave the employ of Corporation at any time during or after
         the Employment Period.

7. Section 8.4 of the Employment Agreement is amended in its entirety to provide
as follows:

                  8.4 Notices. All notices, requests, consents and other
         communications required or permitted under this Agreement shall be in
         writing (including electronic transmission) and shall be (as elected by
         the person giving such notice) hand delivered by messenger or courier
         service, electronically transmitted, or mailed (airmail if
         international) by registered or certified mail (postage prepaid),
         return receipt requested, addressed to:

         If to Corporation:

         BF Enterprises, Inc.
         100 Bush Street, Suite 1250
         San Francisco, California 94104
         (415) 989-6580 Fax: (415) 788-5756
         Attn: Douglas Post, Chief Financial Officer and Treasurer

         With a Copy to:

         Zelle, Hofmann, Voelbel, Mason & Gette LLP
         44 Montgomery Street, Suite 3400
         San Francisco, CA 94104
         (415) 693-0700 Fax: (415) 693-0770
         Attn: Scott R. Campbell, Esq.


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         If to Officer:

         Brian P. Burns
         217 Via Tortuga
         Palm Beach, Florida 33480
         (561) 832-0084 Fax: (561) 832-6668

         and

         Brian P. Burns
         1055 California Street, Apartment 12
         San Francisco, California 94108

         With a Copy to:

         Gunster, Yoakley & Stewart, P.A.
         777 South Flagler Drive
         Suite 500, East Tower
         West Palm Beach, Florida 33401
         (561) 650-0553 Fax: (561) 655-5677
         Attn: Michael V. Mitrione, Esq.

         and

         Thomas & Clough Co. P.A.
         223 Sunset Avenue
         Suite 200
         Palm Beach, Florida 33480
         (561) 655-2004 Fax: (561) 655-2322
         Attn: Dana D. Thomas, C.P.A.

         or to such other address as any party may designate by notice complying
         with the terms of this Section 8.4. Each such notice shall be deemed
         delivered (a) on the date delivered if by personal delivery; (b) on the
         date of transmission with confirmed answer back if by electronic
         transmission; and (c) on the date upon which the return receipt is
         signed or delivery is refused or the notice is designated by the postal
         authorities as not deliverable, as the case may be, if mailed.

8. Section 8.6 of the Employment Agreement is amended in its entirety to provide
as follows:

                  8.6  Governing Law.  This Agreement shall be governed by and
        construed in accordance with the laws of the State of Florida.


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9. Section 8.11 of the Employment Agreement is amended in its entirety to
provide as follows:

                  8.11 Attorneys' Fees. If litigation shall be brought to
         enforce or interpret any provision contained herein, Corporation, to
         the extent permitted by applicable law and Corporation's Certificate of
         Incorporation, and subject to Section 8.10 herein, hereby indemnifies
         Officer to the maximum extent permitted by law, for Officer's
         reasonable attorneys' fees and disbursements incurred in such
         litigation.

10. The first sentence of Section 8.13 is amended to provide as follows:

                  8.13 Arbitration. Notwithstanding anything to the contrary in
         this Agreement, all claims for monetary damages and disputes relating
         in any way to the performance, interpretation, validity, or breach of
         this Agreement shall be referred to final and binding arbitration,
         before a single arbitrator, under the commercial arbitration rules of
         the American Arbitration Association in Palm Beach County, Florida.

11. Section 8.14 of the Employment Agreement is amended in its entirety to
provide as follows:

                  8.14 Jurisdiction and Venue. The parties acknowledge that a
         substantial portion of the negotiations, anticipated performance and
         execution of this Agreement occurred or shall occur in Palm Beach
         County, Florida. Any civil action or legal proceeding not addressed by
         Section 8.13 herein and arising out of or relating to this Agreement
         shall be brought in the courts of record of the State of Florida in
         Palm Beach County or the United States District Court, Southern
         District of Florida. Each party consents to the jurisdiction of such
         court in any such civil action or legal proceeding and waives any
         objection to the laying of venue of any such civil action or legal
         proceeding in such court. Service of any court paper may be effected on
         such party by mail, as provided in this Agreement, or in such other
         manner as may be provided under applicable laws, rules of procedure or
         local rules.

         IN WITNESS WHEREOF, the parties hereto have executed this Amendment to
Amended and Restated Employment Agreement as of the day and year first above
written.

                                   BF ENTERPRISES, INC.

                              By:  /s/ Charles E.F. Millard
                                   -----------------------------------
                                   Charles E. F. Millard, Chairman of
                                   the Compensation Committee

                                   OFFICER:

                                   /s/ Brian P. Burns
                                   --------------------------------
                                   Brian P. Burns


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