Exhibit 10.11

THIRD MODIFICATION  OF  SECOND AMENDED AND RESTATED  CREDIT AGREEMENT AND LOAN DOCUMENTS

THIS THIRD MODIFICATION OF SECOND AMENDED AND RESTATED CREDIT AGREEMENT AND LOAN DOCUMENTS (this "Agreement") is made this 19th day of December, 2000, by and
among (i) THE ROTTLUND COMPANY, INC., a Minnesota corporation ("Borrower"), (ii) FLEET NATIONAL BANK, as Agent (the "Agent") for itself and the other lending institutions which
are or may become parties to the Credit Agreement (as hereinafter defined), (iii) FLEET NATIONAL BANK, as a lender under the Credit Agreement ("Fleet"), and (iv) BANK UNITED (Bank United
and Fleet being hereinafter collectively referred to as the "Banks").

W I T N E S S E T H:

WHEREAS, Borrower, Agent, and the Banks entered into that certain Second Amended and Restated Credit Agreement, dated November 30, 1999, as amended by
that certain First Modification of Second Amended and Restated Credit Agreement and Loan Documents, dated April 21, 2000, and as further amended by that certain Second Modification of Second
Amended and Restated Credit Agreement and Loan Documents, dated June 30, 2000 (as may hereafter be amended or modified from time to time, the "Credit Agreement"); and

WHEREAS,
the parties to the Credit Agreement wish to further amend and modify the Credit Agreement and the Loan Documents (as defined in the Credit Agreement);

NOW
THEREFORE, IN CONSIDERATION of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:

1.Definitions.All capitalized terms not otherwise defined herein shall have the meaning ascribed
thereto in the Credit Agreement.

2.Amendments.The Credit Agreement is hereby modified as follows:



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3.Revolving Credit Notes.Contemporaneously with the execution of this Agreement, Borrower is
executing replacement promissory notes to evidence the extended Maturity Date and the other modifications made hereby, which replacement promissory notes shall constitute Revolving Credit Notes or
Notes under the Credit Agreement.

4.Ratification.Except as modified hereby, the terms and conditions of the Credit Agreement and the
other Loan Documents shall remain in full force and effect, and Borrower hereby ratifies the terms and conditions thereof.

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5.No Default or Event of Default.Borrower reaffirms, as of the date hereof, all of the
representations, warranties, and indemnities contained in the Loan Documents. Borrower further warrants and represents, as of the date hereof, the following:



6.Successors and Assigns.This Agreement shall be binding upon and inure to the benefit of Borrower,
Agent, the Banks, and their respective successors and assigns.

7.Cross Reference.All references in the Loan Documents to the Credit Agreement shall hereafter
include the modifications to the Credit Agreement set forth herein.

8.Time of the Essence.Time is of the essence of this Agreement.

9.Counterparts.This Agreement may be executed in any number of counterparts, each of which shall be
deemed an original and all of which when taken together shall constitute one and the same instrument.

10.Facility Fee.Borrower has paid to the Agent for the benefit of the Banks the sum of $250,000.00 as
a fully earned fee in connection with this Agreement.

11.Effective Date.The Effective Date of this Agreement shall be December 31, 2000.

[SIGNATURES
ON FOLLOWING PAGE]

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IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed by their duly authorized representatives as of the date first above written.

| |  | THE ROTTLUND COMPANY, INC.,a Minnesota corporation
| |  | --------------------------------------------------
| |  | By:                                               
| |  | Name:                                             
| |  | Its:                                              
| |  | FLEET NATIONAL BANK, AS AGENT                     
| |  | By:                                               
| |  | Name:                                             
| |  | Its:                                              
| |  | FLEET NATIONAL BANK                               
| |  | By:                                               
| |  | Name:                                             
| |  | Its:                                              
| |  | BANK UNITED                                       
| |  | By:                                               
| |  | Name:                                             
| |  | Its:                                              

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The
undersigned guarantors hereby agree to all modifications of the Credit Agreement contained in this Agreement and hereby ratify and reaffirm their respective Amended and Restated
Subsidiary Guaranty dated as of November 30, 1999.

| |  | NORTHCOAST MORTGAGE, INC.                    
| |  | ---------------------------------------------
| |  | By:                                          
| |  | Name:                                        
| |  | Its:                                         
| |  | ROTTLUND HOMES OF FLORIDA, INC.              
| |  | By:                                          
| |  | Name:                                        
| |  | Its:                                         
| |  | ROTTLUND HOMES OF INDIANA
LIMITED PARTNERSHIP
| |  | By:                                          
| |  | By:                                          
| |  | Name:                                        
| |  | Its:                                         
| |  | ROTTLUND HOMES OF IOWA, INC.                 
| |  | By:                                          
| |  | Name:                                        
| |  | Its:                                         
| |  | ROTTLUND HOMES OF NEW JERSEY                 
| |  | By:                                          
| |  | Name:                                        
| |  | Its:                                         

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SCHEDULE 1    Commitments

|Bank                      |  | Commitment |            | Commitment Percentage |   
|------------------------- |  | ---------- | ---------- | --------------------- | --
|Fleet National Bank       |  | $          | 25,000,000 |                       | 50
|111 Westminster Street    |  |            |            |                       |   
|Providence, RI 02903      |  |            |            |                       |   
|Bank United               |  | $          | 25,000,000 |                       | 50
|222 S. Westmonte Drive    |  |            |            |                       |   
|Suite 200                 |  |            |            |                       |   
|Altmonte Spring, FL 32714 |  |            |            |                       |   

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AMENDED AND RESTATED REVOLVING CREDIT NOTE

|$25,000,000.00 |  | December 19, 2000
|-------------- |  | -----------------

FOR
VALUE RECEIVED, the undersigned, THE ROTTLUND COMPANY, INC., a corporation organized and existing under the laws of Minnesota, having its principal place of business at
3065 Center Pointe Drive, Roseville, Minnesota 55113 (the "Borrower"), promises to pay, on or before December 31, 2003 (the "Maturity Date"), to the order of FLEET NATIONAL BANK, a national
banking association (hereinafter, together with its successors in title and assigns, called the "Bank") at the head office of Fleet National Bank (the "Agent"), at 111 Westminster Street, Providence,
Rhode Island 02903, the principal sum of TWENTY FIVE MILLION AND NO/100 DOLLARS ($25,000,000.00) or, if less, the aggregate unpaid principal amount of all Revolving Credit Loans made by the Bank to
the Borrower pursuant to that certain Second Amended and Restated Credit Agreement dated as of November 30, 1999, as modified by that certain First Modification of Second Amended and Restated
Credit Agreement and Loan Documents dated as of April 21, 2000, as modified by that certain Second Modification of Second Amended and Restated Credit Agreement and Loan Documents dated as of
June 30, 2000, and as further modified by that certain Third Modification of Second Amended and Restated Credit Agreement and Loan Documents dated as of even date herewith (as amended, the
"Credit Agreement") among the Bank, the Borrower, the other financial institutions named therein and the Agent (this "Note"). Capitalized terms used herein and not otherwise defined herein shall have
the meanings assigned to them in the Credit Agreement. Unless otherwise provided herein, the rules of interpretation set forth in §1 of the Credit Agreement shall be applicable to this
Note.

The
Borrower also promises to pay (a) principal from time to time at the times provided in the Credit Agreement and (b) interest from the date hereof on the principal
amount from time to time unpaid at the rates and times set forth in the Credit Agreement and in all cases in accordance with the terms of the Credit Agreement. The Agent may endorse the record
relating to this Note with appropriate notations evidencing advances and payments of principal hereunder as contemplated by the Credit Agreement.

This
Note is issued pursuant to, is entitled to the benefits of, and is subject to the provisions of the Credit Agreement. The principal of this Note is subject to prepayment in whole
or in part in the manner and to the extent specified in the Credit Agreement.

This
Note is one of two notes (the "Notes") which evidence a debt obligation in the maximum principal amount of $50,000,000.00 made pursuant to the terms of the Credit Agreement.

In
case an Event of Default shall occur and be continuing, the entire unpaid principal amount of this Note and all of the unpaid interest accrued thereon may become or be declared due
and payable in the manner and with the effect provided in the Credit Agreement.

The
Borrower and all endorsers hereby waive presentment, demand, protest and notice of any kind in connection with the delivery, acceptance, performance and enforcement of this Note,
and also hereby assent to extensions of time of payment or forbearance or other indulgences without notice.

THIS NOTE AND THE OBLIGATIONS OF THE BORROWER HEREUNDER SHALL BE GOVERNED BY AND INTERPRETED AND DETERMINED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF
MASSACHUSETTS (EXCLUDING THE LAWS APPLICABLE TO CONFLICTS OR CHOICE OF LAW).

[Signatures
on following page]

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IN
WITNESS WHEREOF, the Borrower has caused this Note to be signed in its corporate name as an instrument under seal by its duly authorized officer on the date and in the year first
above written.

| |  | THE ROTTLUND COMPANY, INC.
| |  | --------------------------
| |  | By:                       
| |  | Name                      
| |  | Its:                      
| |  | Attest:                   
| |  | Name:                     
| |  | Its:                      

[CORPORATE
SEAL]

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ADVANCES AND  REPAYMENTS OF PRINCIPAL

Advances and payments of principal of this Note were made on the dates and in the amounts specified below:

Date

Amount
of Loan

Amount of
Principal
Prepaid or
Repaid

Balance of
Principal
Unpaid

Notation
Made By:


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AMENDED AND RESTATED REVOLVING CREDIT NOTE

|$25,000,000.00 |  | December 19, 2000
|-------------- |  | -----------------

FOR
VALUE RECEIVED, the undersigned, THE ROTTLUND COMPANY, INC., a corporation organized and existing under the laws of Minnesota, having its principal place of business at
3065 Center Pointe Drive, Roseville, Minnesota 55113 (the "Borrower"), promises to pay, on or before December 31, 2003 (the "Maturity Date"), to the order of BANK UNITED, a national banking
association (hereinafter, together with its successors in title and assigns, called the "Bank") at the head office of Fleet National Bank (the "Agent"), at 111 Westminister Street, Providence, Rhode
Island 02903, the principal sum of TWENTY FIVE MILLION AND NO/100 DOLLARS ($25,000,000.00) or, if less, the aggregate unpaid principal amount of all Revolving Credit Loans made by the Bank to the
Borrower pursuant to that certain Second Amended and Restated Credit Agreement dated as of November 30, 1999, as modified by that certain First Modification of Second Amended and Restated
Credit Agreement and Loan Documents dated as of April 21, 2000, as modified by that certain Second Modification of Second Amended and Restated Credit Agreement and Loan Documents dated as of
June 30, 2000, and as further modified by that certain Third Modification of Second Amended and Restated Credit Agreement and Loan Documents dated as of even date herewith (as amended, the
"Credit Agreement") among the Bank, the Borrower, the other financial institutions named therein, and the Agent (this "Note"). Capitalized terms used herein and not otherwise defined herein shall have
the meanings assigned to them in the Credit Agreement. Unless otherwise provided herein, the rules of interpretation set forth in §1 of the Credit Agreement shall be applicable to this
Note.

The
Borrower also promises to pay (a) principal from time to time at the times provided in the Credit Agreement and (b) interest from the date hereof on the principal
amount from time to time unpaid at the rates and times set forth in the Credit Agreement and in all cases in accordance with the terms of the Credit Agreement. The Agent may endorse the record
relating to this Note with appropriate notations evidencing advances and payments of principal hereunder as contemplated by the Credit Agreement.

This
Note is issued pursuant to, is entitled to the benefits of, and is subject to the provisions of the Credit Agreement. The principal of this Note is subject to prepayment in whole
or in part in the manner and to the extent specified in the Credit Agreement.

This
Note is one of two notes (the "Notes") which evidence a debt obligation in the maximum principal amount of $50,000,000.00 made pursuant to the terms of the Credit Agreement.

In
case an Event of Default shall occur and be continuing, the entire unpaid principal amount of this Note and all of the unpaid interest accrued thereon may become or be declared due
and payable in the manner and with the effect provided in the Credit Agreement.

The
Borrower and all endorsers hereby waive presentment, demand, protest and notice of any kind in connection with the delivery, acceptance, performance and enforcement of this Note,
and also hereby assent to extensions of time of payment or forbearance or other indulgences without notice.

THIS NOTE AND THE OBLIGATIONS OF THE BORROWER HEREUNDER SHALL BE GOVERNED BY AND INTERPRETED AND DETERMINED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF
MASSACHUSETTS (EXCLUDING THE LAWS APPLICABLE TO CONFLICTS OR CHOICE OF LAW).

[Signatures
on following page]

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IN WITNESS WHEREOF, the Borrower has caused this Note to be signed in its corporate name as an instrument under seal by its duly authorized officer on the date and in the year first
above written.

| |  | THE ROTTLUND COMPANY, INC.
| |  | --------------------------
| |  | By:                       
| |  | Name:                     
| |  | Its:                      
| |  | Attest:                   
| |  | Name:                     
| |  | Its:                      

[CORPORATE
SEAL]

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ADVANCES AND  REPAYMENTS OF PRINCIPAL

Advances and payments of principal of this Note were made on the dates and in the amounts specified below:

|Date |  | Amount
of Loan |  | Amount of
Principal
Prepaid or
Repaid |  | Balance of
Principal
Unpaid |  | Notation
Made By:
|---- |  | -------------- |  | ------------------------------------- |  | --------------------------- |  | -----------------

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