AMENDED AND RESTATED

                        AGREEMENT OF LIMITED PARTNERSHIP



                                       OF



                         BT ORLANDO LIMITED PARTNERSHIP





         THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP

("Agreement") is made and entered into at Orlando, Florida, as of the 1st day of

August, 2001, among BEF, INC., a Tennessee corporation ("BEFI"), and

BRENNAND-PAIGE INDUSTRIES, INC., a Delaware corporation ("BRENNAND")

(individually, a "General Partner" and collectively, the "General Partners") and

BT PARTNERSHIP, a Tennessee general partnership ("BT") and EST ORLANDO, LTD., a

Florida limited partnership ("EST") ("Limited Partners") (the General Partners

and the Limited Partners are sometimes hereinafter collectively referred to as

the "Partners").



         WHEREAS, the Partners (as of May 20, 1996) entered into that certain

Agreement of Limited Agreement of BT Orlando Limited Partnership (the "Original

Partnership Agreement");



         WHEREAS, the Original Partnership Agreement has been subject to five

formal amendments (dated July ___, 1996, May 20, 1998, December 31, 1998, June

30, 1999 and August 11, 1999) and one letter agreement amendment (dated March

27, 2000) (collectively, the "Amendments");



         WHEREAS, BT Orlando Limited Partnership (the "Partnership") closed on

construction financing for a portion of the Project (as defined below) on

September 3, 1999 (the "Initial Financing") and on or about the date of

execution of this Agreement will close on financing (the "2001 Financing") which

is intended, together with additional funds provided by the Partners as provided

herein, to provide funds necessary for completion of the Project;



         WHEREAS, certain of the Partners have (since the date of the Original

Partnership Agreement) provided additional funds to the Partnership and

additional guarantees and collateral in connection with the Initial Financing

and the 2001 Financing;



         WHEREAS, the Partners desire to further amend certain provisions of the

partnership agreement in connection with the provision of additional collateral,

guaranties and funds to the Partnership, in order to consolidate the provisions

of the Amendments into one document, and to eliminate certain provisions of the

Original Partnership Agreement and the Amendments which are no longer

applicable;



         NOW, THEREFORE, for and in consideration of the mutual covenants and

understandings between the parties, and other good and valuable consideration,

the receipt and sufficiency of which are hereby acknowledged, intending to be

legally bound hereby, the parties hereto hereby agree to amend and restate the

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