FIRST AMENDMENT TO AGREEMENT OF LIMITED LIABILITY LIMITED PARTNERSHIP OF SBR-FORTUNE ASSOCIATES, LLLP

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                                                                Exhibit 10.14(b)

                               FIRST AMENDMENT TO

               AGREEMENT OF LIMITED LIABILITY LIMITED PARTNERSHIP

                                       OF

                           SBR-FORTUNE ASSOCIATES, LLLP

     This First Amendment ("FIRST AMENDMENT") to the Agreement of Limited

Liability Limited Partnership of SBR-FORTUNE ASSOCIATES, LLLP, dated as of

January 17, 2005 (the "EXISTING AGREEMENT") is made effective as of February 25,

2005 by and among the General Partner (as such term is defined in the Existing

Agreement) and Limited Partners (as such term is defined in the Existing

Agreement).

                                   WITNESSETH:

     WHEREAS, the General Partner and Limited Partners are all of the parties to

the Existing Agreement; and

     WHEREAS, the General Partner and Limited Partners desire to amend the

Existing Agreement as provided below and, except as otherwise provided below,

intend that the Existing Agreement shall remain in full force and effect.

     NOW THEREFORE, in consideration of the agreements and obligations set forth

herein and for other good and valuable consideration, the receipt and

sufficiency of which are hereby acknowledged, the General Partner and Limited

Partners hereby agree as follows:

     1.    The foregoing recitals are hereby acknowledged to be true and accurate

and are incorporated herein by this reference. Unless otherwise provided herein

all terms appearing in initial capitalized letters shall have the meanings

ascribed to them in the Existing Agreement.

     2.    Notwithstanding anything to the contrary contained in the Existing

Agreement, including but not limited to the definition of "Project" in Section

1.1, Subsection 4.4(e)(1) and Subsection 4.4(g), by their execution below, the

Partners have agreed that, subject in all events to the approval of the Village

of Key Biscayne (the "VILLAGE"), the New Development shall include a condominium

hotel component consisting of a maximum of three hundred eighteen (318) "hotel

condominium units" (as that term is defined in the Village of Key Biscayne

Master Plan ("MASTER PLAN") and the Zoning and Land Development Regulations) and

shall contain not less than three hundred fifty (350) bedrooms (each hotel

bedroom being not less than approximately five hundred (500) square feet)."

     3.    The Existing Agreement shall be amended by adding thereto the

following Section 16.6:

     "Section 16.6 AS IS CONDITION. The Partnership expressly acknowledges that

     there are no implied warranties or representations beyond those expressly

     set forth in Sections 16.1 or 16.3 of this Agreement or under the Realty

     Purchase Agreement, and, except as may be otherwise set forth in this

     Agreement or under the Realty Purchase Agreement and as may

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     be required to comply with the express terms thereof, Sonesta has no

     obligation to make any other representations or disclosures to the

     Partnership. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN CONTAINED, THE

     PARTNERSHIP EXPRESSLY UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT THE

     CONVEYANCE OF THE PROPERTY SHAL