FIRST AMENDMENT TO CONSTRUCTION LOAN AGREEMENT

Exhibit 10.32

FIRST AMENDMENT TO CONSTRUCTION LOAN AGREEMENT

WHEREAS, the BANK and BORROWER executed a written Construction Loan Agreement dated as of December 16,2005 ("AGREEMENT").

Now, Therefore, in consideration of the AGREEMENT, and their mutual promises made herein, BANK and BORROWER agree as follows:

     1. Terms which are typed herein as all capitalized words and are not defined herein shall have same meanings as when described in the AGREEMENT.

1.18 "INTEREST PERIOD" means initially, the period commencing on the date of any loan made pursuant to this AGREEMENT and, for FIXED RATE NOTE and VARIABLE RATE NOTE ending three months later, and for the CONSTRUCTION NOTE, LONG TERM REVOLVING NOTE and REVOLVING NOTE ending one month later; and thereafter, each period commencing on the first day immediately following the last day of the immediately preceding INTEREST PERIOD and, for FIXED RATE NOTE and VARIABLE RATE NOTE ending three months thereafter, and for the CONSTRUCTION NOTE, LONG TERM REVOLVING NOTE and REVOLVING NOTE ending one month thereafter; provided that:

     1.18.1 subject to clauses 1.18.2 and 1.18.3 below, any INTEREST PERIOD which would otherwise end on a day which is not a EURODOLLAR BUSINESS DAY shall be extended to the next succeeding EURODOLLAR BUSINESS DAY unless such EURODOLLAR BUSINESS DAY falls in another calendar month, in which case such INTEREST PERIOD shall end on the immediately preceding EURODOLLAR BUSINESS DAY;

     1.18.2 subject to clause 1.18.3 below, any INTEREST PERIOD which begins on the last EURODOLLAR BUSINESS DAY of a calendar month (or a day for which there is no numerically corresponding day in the calendar month at the end of such INTEREST PERIOD) shall end on the last EURODOLLAR BUSINESS DAY of a calendar month;

     3. On execution hereof, BORROWER will execute and deliver to BANK a replacement note evidencing the REVOLVING NOTE, in order to change the maturity of such note. As the result, Section 1.24 of the AGREEMENT is hereby amended, effective immediately, to read:

1.24 "LOAN TERMINATION DATE" means the earliest to occur of the following: (i) as to the CONSTRUCTION NOTE, April 16, 2007, as to the REVOLVING NOTE, July 5, 2007, as to FIXED RATE NOTE, VARIABLE RATE NOTE and as to LONG TERM REVOLVING NOTE, a date which is five years subsequent to the COMPLETION DATE, (ii) the date the OBLIGATIONS are accelerated pursuant to this AGREEMENT, and (iii) the date BANK has received (a) notice in writing from BORROWER of BORROWER’S election to terminate this AGREEMENT and (b) indefeasible payment in full of the OBLIGATIONS.

     4. Effective immediately, Section 1.26 of the AGREEMENT is amended to read:

1.26 "MARKETING AND RISK MANAGEMENT CONTRACTS" means the contracts between BORROWER and the entities named below (or any other entity contracting with BORROWER for similar purposes)

     5. Effective immediately, Section 2.13 of the AGREEMENT is amended to read:

2.13 Fees. At CLOSING, the BORROWER shall pay to the BANK the $70,000.00 balance of the due diligence and negotiation fee, which fee BORROWER agrees and acknowledges has been earned by BANK as of the execution hereof as the result of BANK’s efforts to acquire participating lenders. At CLOSING, the BORROWER shall pay to the BANK a commitment fee of $414,088.05, which fee BORROWER agrees

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