First Amendment to Mezzanine Note, dated as of November 10, 2003



 Exhibit 10.32 
  
 FIRST AMENDMENT TO MEZZANINE NOTE 
  

			
	 $22,000,000
	  	New York, New York
	 	  	November 10, 2003

  
 THIS FIRST AMENDMENT
TO MEZZANINE NOTE, dated as of November 10, 2003 (this Amendment), is made by and among GLOBAL MARSH MEMBER, LLC and GLOBAL MARSH LIMITED PARTNER, LLC, each a Delaware limited liability company (collectively, Mezzanine Borrower), each
having an office at c/o Global Innovation Partners, LLC, 2730 Sand Hill Road, Suite 280, Menlo Park, California 94025, and GERMAN AMERICAN CAPITAL CORPORATION, a Maryland corporation (together with its successors and assigns, Mezzanine
Lender), having an office at 60 Wall Street, 10th Floor, New York, New York 10005. 
  
 WHEREAS, Mezzanine Borrower and Mezzanine Lender are parties to that certain
Mezzanine Note, dated as of August 18, 2003 (the Mezzanine Note); and 
  
 WHEREAS, Mezzanine Borrower and Mezzanine Lender desire to amend the terms of the Mezzanine Note as provided in this Amendment. 
  

NOW THEREFORE, in consideration of Ten Dollars ($10.00) paid in hand the foregoing premises and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Mezzanine Borrower and Mezzanine Lender agree to amend the Mezzanine Note as follows: 
  
 1. Capitalized terms used in this Amendment and not defined herein shall have the meaning provided in the Mezzanine Note. 
  
 2. The Mezzanine Note is hereby amended by deleting the definition of
“Initial Maturity Date” on page 2 of the Mezzanine Note in its entirety and substituting the following in place therefor: 
  
 “Initial Maturity Date” shall mean August 9, 2006.” 
  
 In connection therewith and as a result thereof, the First Extension Option shall constitute
Mezzanine Borrower’s option to extend the Maturity Date for a period of thirteen (13) months, from the Initial Maturity Date of August 9, 2006 to the First Extended Maturity Date of September 9, 2007. 
  
 3. The Mezzanine Note is hereby further amended by deleting the definition of
“LIBOR Margin” on page 2 of the Mezzanine Note in its entirety and substituting the following in place therefor: 
  
 “LIBOR Margin shall mean five hundred and seventy-five (575) basis points (5.75%) per annum.” 
  









 4. Except as amended by this Amendment, the Mezzanine Note shall continue to remain in full force and
effect. 
  
 5. This Amendment shall be governed by the laws of the
State of New York, without regard to choice of law rules. 
  
 6.
This Amendment may be executed in one or more counterparts, each of which shall constitute an original and all of which when taken together shall constitute one binding agreement. 
  
 7. The provisions of this Amendment are severable, and if any one clause or provision hereof shall be held invalid or
unenforceable in whole or in part, then such invalidity or unenforceability shall affect only such clause or provision, or part thereof, and not any other clause or provision of this Amendment. 
  
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 IN WITNESS WHEREOF, the parties hereto have entered into this Amendment on the date first written above.

  

											
	MEZZANINE BORROWER:
	
	GLOBAL MARSH MEMBER, LLC,
	a Delaware limited liability company
		
	 By:
	 	 Global Innovation Partners, LLC,
 a Delaware limited liability company,
 its member

			
	 	 	 By:
	 	 Global Innovation Manager, LLC,
 a Delaware limited liability company,
 its manager

				
	 	 	 	 	 By:
	 	/s/                    
	 	 	 	 	 Name:
	 	Michael F. Foust
	 	 	 	 	 Title:
	 	Authorized Signatory
	
	GLOBAL MARSH LIMITED PARTNER, LLC,
	a Delaware limited liability company
		
	By:	 	 Global Marsh Member, LLC,

	 	 	 a Delaware limited liability company,

	 	 	 its member

			
	 	 	 By:
	 	 Global Innovation Partners, LLC,

	 	 	 	 	 a Delaware limited liability company,

	 	 	 	 	 its member

				
	 	 	 	 	 By:
	 	 Global Innovation Manager, LLC,

	 	 	 	 	 	 	 a Delaware limited liability company,

	 	 	 	 	 	 	 its manager

					
	 	 	 	 	 	 	 By:
	 	/s/                    
	 	 	 	 	 	 	 Name:
	 	Michael F. Foust
	 	 	 	 	 	 	 Title:
	 	Authorized Signatory


  










			
	LENDER:
	
	 GERMAN AMERICAN CAPITAL CORPORATION,

	 a Maryland corporation

		
	 By:
	 	/s/                    
	 Name:
	 	JAMES M. FITZPATRICK
	 Title:
	 	Vice President
		
	 By:
	 	/s/                    
	 Name:
	 	MICHAEL P. HART
	 Title:
	 	Authorized Signatory


  









 The undersigned GLOBAL INNOVATION PARTNERS, LLC, a Delaware limited liability company (Guarantor), hereby
acknowledges and consents to this First Amendment to Mezzanine Note solely to confirm and ratify Guarantor’s obligations pursuant to (a) that certain Environmental Indemnity (Mezzanine), dated as of August 18, 2003, from Guarantor to Mezzanine
Lender, and (b) that certain Guaranty of Recourse Obligations (Mezzanine), dated as of August 18, 2003, from Guarantor to Mezzanine Lender, as such obligations relate to the Mezzanine Note as amended by this Amendment. 
  

											
	 Global Innovation Partners, LLC,

	 a Delaware limited liability company,

		
	By:	 	 Global Innovation Manager, LLC,

	 	 	 a Delaware limited liability company,

	 	 	 its manager

			
	 	 	 By:
	 	/s/                    
	 	 	 Name:
	 	Michael F. Foust
	 	 	 Title:
	 	Authorized Signatory