EXHIBIT 10.32 FIRST AMENDMENT TO LOAN AGREEMENT THIS FIRST AMENDMENT to the Loan Agreement, ("Amendment") dated August 2, 1997, is by and between Bank One Colorado NA ("Lender"), and Colorado Technical University, Inc., A Colorado Corporation...

                                                                EXHIBIT 10.32

                        FIRST AMENDMENT TO LOAN AGREEMENT

         THIS FIRST AMENDMENT to the Loan Agreement,  ("Amendment") dated August
2, 1997,  is by and  between  Bank One  Colorado  NA  ("Lender"),  and  Colorado
Technical University, Inc., A Colorado Corporation ("Borrower").

                                    RECITALS

         NOW,  THEREFORE,  in  consideration  of the  Loan  and  other  good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged, Borrower agrees to the following Amendment:

         The  Colorado  Technical  University,  Inc.,  line of  credit  has been
increased from  $1,300,000.00 to  $2,000,000.00.  All other terms and conditions
shall remain the same.

         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed as of this 27th day of December, 1996.

BORROWER:                              GUARANTOR:

Colorado Technical University, Inc.,   MDJB, Inc.
A Colorado Corporation                 A Delaware Corporation

By: /S/ XXXXX X. X'XXXXXXX             By: /S/ XXXXX X. X'XXXXXXX
====================================   ========================================
      Xxxxx X. X'Xxxxxxx, President    Xxxxx X. X'Xxxxxxx, President
      and Chairman of the Board


LENDER:

Bank One Colorado, N.A.


By: /S/ XXXXXXX X. XXXXXXXXXXX
====================================
      Xxxxxxx X. Xxxxxxxxxxx
      Vice President