FIRST AMENDMENT TO CONSTRUCTION AND TERM LOAN AGREEMENT

THIS FIRST AMENDMENT TO CONSTRUCTION AND TERM LOAN AGREEMENT (this " Amendment ") is made and entered into as of August 6, 2008, by and between CITRUS CORP ., a Delaware corporation (the “ Borrower ”), PIPELINE FUNDING COMPANY, LLC , a Delaware limited liability company, and the additional lenders party to the Loan Agreement (as defined below) from time to time (collectively, the “ Lenders ”), and PIPELINE FUNDING COMPANY, LLC , a Delaware limited liability company, as Administrative Agent (as defined in the Loan Agreement) (the Borrower, the Lenders and the Agent are sometimes referred as a “ Party ” and collectively as the “ Parties ”).

WHEREAS , the Parties entered into that certain Construction and Term Loan Agreement (the “ Loan Agreement ”), dated as of February 5, 2008;

WHEREAS , Borrower requested that its ability to draw down on the Loan be accelerated and the Parties have agreed that the Funding Date shall be October 1, 2008, subject to the terms and conditions contained in the Loan Agreement; and

WHEREAS , in connection with such request, the Parties have agreed to certain modifications and amendments to the Loan Agreement, as more particularly set forth herein.

NOW, THEREFORE , for and in consideration of the matters described in the foregoing recitals and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

1.            Capitalized Terms .   All capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Loan Agreement.  The term “Agreement” as used in the Loan Agreement includes this Amendment.

2.            Effect on Existing Loan Agreement .   Except as specifically set forth herein, all other terms and conditions of the Loan Agreement and the other Loan Documents shall remain unchanged and in full force and effect.  Borrower hereby represents and warrants that, as of the date hereof, Borrower neither has nor claims any causes of action, defenses, offsets or counterclaims to or with respect to any obligations or indebtedness under the Loan Agreement, as amended hereby, or under any of the other Loan Documents, as the case may be.

3.            Amendments to Loan Agreement .   The Loan Agreement is hereby modified as follows:

(a)           The following definition contained in Section 1.01 of the Loan Agreement is hereby amended and restated in its entirety to read as follows:

““ Funding Date ” means October 1, 2008.”

(b)           The defined term “Termination Date” set forth in Section 1.01 of the Loan Agreement is deleted in its entirety.

(c)           Section 2.01(a) of the Loan Agreement is deleted in its entirety and the following inserted in lieu thereof:

“ Construction Loan Availability .  Each Lender severally agrees, on the terms and conditions hereinafter set forth, to make a Construction Loan to the Borrower on the Funding Date, so long as the aggregate outstanding principal amount of the Construction Loan owing to such Lender does not exceed the amount set forth opposite such Lender’s name on the signature pages hereof or if such Lender has entered into any Assignment and Acceptance, then as set forth for such Lender in the Register maintained by the Administrative Agent pursuant to Section 8.06(d) (such Lender’s “ Commitment ”).  Monies borrowed under this Section 2.01, once repaid, may not be reborrowed.”

(d)           The second sentence of Section 2.01(b) of the Loan Agreement is deleted in its entirety and the following inserted in lieu thereof:

“Notwithstanding the foregoing provision to th