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                                                                EXHIBIT 10.28



                 FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT

         THIS FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (this "Amendment"),
dated as of November 18, 2002, is entered into by and among the lenders
signatory hereto (the "Lenders"), THE CIT GROUP/BUSINESS CREDIT, INC., a New
York corporation, as agent (in such capacity, "Agent") for the Lenders, MTS,
INCORPORATED, a California corporation, and THREE A'S HOLDINGS, L.L.C., a
Delaware limited liability company (each a "Borrower" and collectively,
"Borrowers").

                                    RECITALS

         A.       Borrowers, Agent and the Lenders have previously entered into
that certain Loan and Security Agreement, dated October 9, 2002 (the "Loan
Agreement"), pursuant to which the Lenders have made certain loans and financial
accommodations available to Borrowers. Terms used herein without definition
shall have the meanings ascribed to them in the Loan Agreement.

         B.       Agent, the Lenders and Borrowers now wish to amend the Loan
Agreement on the terms and conditions set forth herein.

         C.       Borrowers are entering into this Amendment with the
understanding and agreement that, except as specifically provided herein, none
of Agent's or any Lender's rights or remedies as set forth in the Loan Agreement
is being waived or modified by the terms of this Amendment.

                                    AMENDMENT

         NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants herein contained, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereby
agree as follows:

         1.       Amendments to Loan Agreement.

                  (a)      Section 1.49(a)(i) of the Loan Agreement is hereby
amended to read as follows:

                           "(i) the Borrowing Base (as calculated without giving
                           effect to the reserves provided for as items (a) and
                           (h) of the definition of Availability Reserves)"

                  (b)      Section 1.123 of the Loan Agreement is hereby amended
and restated to read in its entirety as follows:

                           "1.123 "Required Lenders" shall mean, at any time,
                           either (a) those Lenders whose Pro Rata Shares
                           aggregate sixty-six and two-thirds percent (66 2/3%)
                           or more of the aggregate of the Loan Commitments of
                           all Lenders, or if the Loan Commitments shall have
                           been terminated, Lenders to whom at least sixty-six
                           and two-thirds percent (66 2/3%) of the then

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                           outstanding principal amount of the Obligations are
                           owing or (b) those Lenders, other than The CIT
                           Group/Business Credit, Inc., whose Pro Rata Shares
                           aggregate fifty-one percent (51%) or more of the
                           aggregate of the Loan Commitments of all Lenders, or
                           if the Loan Commitments shall have been terminated,
                           Lenders, other than The CIT Group/Business Credit,
                           Inc., to whom at least fifty-one percent (51%) of the
                           then outstanding principal amount of the Obligations
                           are owing. The satisfaction of the requirements of
                           either clause (a) or clause (b) in any instance shall
                           be deemed to constitute action by the Required
                           Lenders."

                  (c)      Section 3.1(a)(i)(A) of the Loan Agreement is hereby
amended to read as follows:

                           "(A) one and one-half percent (1.50%) if at any time
                           during the fiscal quarter preceding such month Excess
                           Availability was $25,000,000 or less,"

                  (d)      Section 4.2(d) of the Loan Agreement is hereby
amended and restated to read in its entirety as follows:

                           "(d) Other Documentation. Agent and Lenders shall
                           have received such other legal documentation, in form
                           and substance satisfactory to Agent and Lenders, as
                           Agent or any Lender may require with respect to the
                           Real Property and Agent's (for the ratable benefit of
                           the Lenders) liens thereon."

                  (e)      The last sentence of Section 4.3 of the Loan
Agreement is hereby amended to read as follows:

                           "Each borrowing by Borrowers hereunder shall
                           constitute a representation and warranty by Borrowers
                           as of the date of such loan or advance that each of
                           the representations, warranties and covenants
                           contained in this Agreement have been satisfied and
                           are true and correct, except as Borrowers, Agent and
                           the Required Lenders shall otherwise agree herein or
                           in a separate writing."

                  (f)      The third sentence of Section 6.4(a) of the Loan
Agreement is hereby amended to read as follows:

                           "Notwithstanding the foregoing, if an Event of
                           Default shall have occurred and be continuing, Agent
                           shall apply payments received or collected from a
                           Borrower or for the account of any Borrower
                           (including the monetary proceeds of collections or of
                           realization upon any Collateral) as follows: first,
                           to pay any indemnities or expense reimbursements
                           (including Special Agent Advances and interest
                           thereon) then due to Agent from Borrowers; second, to
                           pay, pro rata, any indemnities or expense
                           reimbursements then due to Lenders from Borrowers;
                           third, to pay any fees then due to Agent from
                           Borrowers; fourth, to pay, pro rata, any fees
                           (including the early

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                           termination fee payable in accordance with Section
                           3.3(b) hereof) then due to Lenders from Borrowers;
                           fifth, to pay interest due in respect of the
                           Revolving Loans, the Term Loan, and any Overadvances;
                           sixth, to pay interest due in respect of any Real
                           Estate Loans; seventh, to pay the outstanding
                           principal balance of the Revolving Loans and any
                           Overadvances; eighth, if such payments are received
                           or collected in connection with the exercise of
                           Agent's and the Lender's rights and remedies with
                           respect to the Mortgage on the Broadway Property
                           shall have been disposed of in a manner permitted
                           under the terms of this Agreement, to pay the
                           outstanding principal balance of the Term Loan;
                           ninth, to pay the outstanding principal balance of
                           the Real Estate Loans; tenth, to be held by Agent as
                           cash collateral for all issued and outstanding Letter
                           of Credit Accommodations in an amount equal to one
                           hundred five percent (105%) of the aggregate face
                           amounts of such Letter of Credit Accommodations; and
                           eleventh, to pay any other Obligations, including the
                           outstanding balance of the Term Loan, if any, in such
                           order and in such amounts as Agent may determine in
                           its sole and reasonable discretion; provided,
                           however, any application of payments to Loans, Letter
                           of Credit Accommodations, interest, fees or other
                           amounts payable to all Lenders shall in each such
                           instance be made for the pro rata benefit of the
                           Lenders."

                  (g)      The ninth sentence of Section 6.10(d) of the Loan
Agreement is hereby amended to read as follows:

                           "For purposes of voting or consenting to matters with
                           respect to this Agreement and the other Financing
                           Agreements and determining Pro Rata Shares, such
                           Defaulting Lender shall be deemed not to be a Lender
                           and such Defaulting Lender's Loan Commitment shall be
                           deemed to be zero (0); provided, however, (i) a
                           Defaulting Lender's Loan Commitment may not be
                           increased without the consent of such Defaulting
                           Lender and (ii) none of the Obligations may be
                           forgiven nor any of the fees or rates of interest
                           provided for herein may be reduced without the
                           consent of all Lenders and Defaulting Lenders."

                  (h)      Sections 9.5(b)(i)-(iii) are hereby amended and
restated to read in their entirety as follows:

                           "(i)     In the event of any loss or damage by fire
                           or other casualty, insurance proceeds relating to
                           Inventory shall first reduce the then outstanding
                           Revolving Loans and then any other Obligations (in
                           the manner set forth in this Agreement) then
                           outstanding. During the continuance of a Default or
                           Event of Default, such insurance proceeds shall be
                           applied in the manner set forth in this Agreement.

                           (ii)     In the event any part of the Real Property
                           or Equipment is damaged by fire or other casualty and
                           the insurance proceeds for such

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                           damage or other casualty is less than or equal to
                           $100,000, Agent shall promptly apply such insurance
                           proceeds to reduce the then outstanding Revolving
                           Loans and then any other Obligations (in the manner
                           set forth in this Agreement) then outstanding. Upon
                           the occurrence of a Default or Event of Default, such
                           insurance proceeds shall be applied to the
                           Obligations in the manner set forth in this
                           Agreement.

                           (iii)    Absent the occurrence of an Event of Default
                           (which has not been waived in writing as required
                           hereunder), and provided that (A) Borrowers have
                           sufficient business interruption insurance to replace
                           the lost profits of any facility of any Borrower and
                           (B) the insurance proceeds received with respect to
                           damage or other casualty incurred with respect to
                           Real Property or Equipment are in excess of $100,000,
                           Borrowers may elect (by delivering written notice to
                           Agent) to replace, repair or restore such Real
                           Property or Equipment to substantially the equivalent
                           condition prior to such fire or other casualty as set
                           forth herein. If Borrowers do not, or cannot, elect
                           to use the insurance proceeds as set forth above,
                           Agent may, subject to the rights of any holders of
                           encumbrances permitted under Section 9.8 hereof which
                           are senior to those of Agent and the Lenders, apply
                           such insurance proceeds to reduce the then
                           outstanding Revolving Loans or other Obligations (in
                           the manner set forth in this Agreement); during the
                           existence of an Event of Default, such insurance
                           proceeds shall be applied to the Obligations in the
                           manner set forth in this Agreement."

                  (i)      Section 9.6(b)(v) of the Loan Agreement is hereby
amended and restated to read in its entirety as follows:

                           "(v)     from time to time, such further information
                           regarding the business affairs and financial
                           condition of such entities Agent may reasonably
                           request, including, without limitation (A) the
                           accountant's management practice letter and (B)
                           annual consolidated and consolidating projections in
                           form satisfactory to Agent. Without limiting the
                           generality of the foregoing, or any other provision
                           of this Agreement, on or before December 15 of each
                           year, Borrowers shall have delivered consolidated and
                           consolidating projections for the following fiscal
                           year (exclusive of and in addition to any such
                           projections provided to Agent at or prior to the
                           Closing Date) and each fiscal year thereafter
                           occurring during the term of this Agreement, each in
                           form satisfactory to Agent."

                  (j)      Section 9.7(b)(iv) of the Loan Agreement is hereby
amended by deleting clause (D) of such section.

                  (k)      Section 9.10(d)(i)(B) of the Loan Agreement is hereby
amended to read as follows:

                           "(B) a security agreement granting to Agent, for
                           itself and the ratable benefit of the Lenders, a
                           first security interest and lien (except as

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                           otherwise consented to in writing by Agent and the
                           Lenders) upon all of the assets of such Subsidiary,
                           and"

                  (l)      Section 10.2(b)(vi) of the Loan Agreement is hereby
amended to read as follows:

                           "(vi) sell, lease, transfer, assign, deliver or
                           otherwise dispose of any and all Collateral
                           (including entering into contracts with respect
                           thereto, public or private sales at any exchange,
                           broker's board, at any office of Agent or elsewhere)
                           at such prices or terms as Agent may deem reasonable,
                           for cash, upon credit or for future delivery, with
                           Agent or any Lender having the right to purchase the
                           whole or any part of the Collateral at any such
                           public sale, all of the foregoing being free from any
                           right or equity of redemption of any Borrower, which
                           right or equity of redemption is hereby expressly
                           waived and released by each Borrower; provided,
                           however, any such sale, lease, transfer, assignment,
                           delivery or other disposal of Collateral having a
                           value of $1,000,000 or more shall be at prices or
                           terms as Agent and the Required Lenders may deem
                           reasonable, and/or"

                  (m)      Section 10.2(f) of the Loan Agreement is hereby
amended and restated to read in its entirety as follows:

                           "(f)     Agent shall apply the cash proceeds of
                           Collateral actually received by it from any sale,
                           lease, foreclosure or other disposition of the
                           Collateral to payment of the Obligations in the
                           manner set forth in this Agreement. Borrowers shall
                           remain liable to Agent and Lenders for the payment of
                           any deficiency with interest at the highest rate
                           provided for herein and all costs and expenses of
                           collection or enforcement, including attorneys' fees
                           and legal expenses."

                  (n)      Section 11.3(a) of the Loan Agreement is hereby
amended by changing the words "Section 11.3(a)"  contained therein to, in each
case, "Section 11.3".

                  (o)      Section 11.3(b) of the Loan Agreement is hereby
amended by adding the following subsections (xii) and (xiii):

                           "(xii)   the amendment of Sections 6.4(a), 9.5(b)(i),
                           9.5(b)(ii), 9.5(b)(iii) or 10.2(f) hereof; or

                           (xiii)   the amendment of Section 6.10(b) to provide
                           for settlements on a basis less frequent than
                           weekly."

                  (p)      The first sentence of Section 12.11(c) is hereby
amended to read as follows:

                           "Without in any manner limiting Agent's authority to
                           act without any specific or further authorization or
                           consent by the Required Lenders, each

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                           Lender agrees to confirm in writing, upon request by
                           Agent, the authority to release Collateral conferred
                           upon Agent under this Section."

                  (q)      Section 14.2(h) of the Loan Agreement is hereby
amended and restated to read in its entirety as follows:

                           "(h)     An Event of Default shall exist or continue
                           or be continuing until such Event of Default is
                           waived in accordance with Section 11.3 or is cured in
                           a manner satisfactory to Agent and the Required
                           Lenders, if such Event of Default is capable of being
                           cured as reasonably determined by Agent and the
                           Required Lenders."

                  (r)      The first portion of clause (ii) of Section 14.6(a)
is hereby amended to read as follows:

                           "(ii)    assign all, or if less than all a portion
                           equal to at least $5,000,000 in the aggregate for the
                           assigning Lender or assigning Lenders, of such
                           Lender's Loan Commitment, pro rata share of the Loans
                           made pursuant to such assigned Loan Commitment and
                           the related rights and obligations related thereto
                           under this Agreement to one or more Eligible
                           Transferees, each of which assignees shall become a
                           party to this Agreement as a Lender by execution of
                           an Assignment and Acceptance; provided, that,"

         2.       Effectiveness of this Amendment. This Amendment shall be
effective upon Agent's receipt of this Amendment and the attached
Acknowledgement by Guarantors, each fully executed in a sufficient number of
counterparts for distribution to all parties..

         3.       Representations and Warranties. Borrowers represents and
warrants as follows:

                  (a)      Authority. Each Borrower has the requisite corporate
power and authority to execute and deliver this Amendment, and to perform its
obligations hereunder and under the Financing Agreements (as amended or modified
hereby) to which it is a party. The execution, delivery and performance by each
Borrower of this Amendment have been duly approved by all necessary corporate
action and no other corporate proceedings are necessary to consummate such
transactions.

                  (b)      Enforceability. This Amendment has been duly executed
and delivered by each Borrower. This Amendment and each Financing Agreement (as
amended or modified hereby) is the legal, valid and binding obligation of each
Borrower, enforceable against such Borrower in accordance with its terms, and is
in full force and effect.

                  (c)      Due Execution. The execution, delivery and
performance of this Amendment are within the power of each Borrower, have been
duly authorized by all necessary corporate action, have received all necessary
governmental approval, if any, and do not contravene any law or any contractual
restrictions binding on any Borrower.

         4.       Choice of Law. The validity of this Amendment, its
construction, interpretation and enforcement, the rights of the parties
hereunder, shall be determined under, governed by, and

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construed in accordance with the internal laws of the State of California
governing contracts only to be performed in that State.

         5.       Counterparts. This Amendment may be executed in any number of
counterparts and by different parties and separate counterparts, each of which
when so executed and delivered, shall be deemed an original, and all of which,
when taken together, shall constitute one and the same instrument. Delivery of
an executed counterpart of a signature page to this Amendment by telefacsimile
shall be effective as delivery of a manually executed counterpart of this
Amendment.

         6.       Reference to and Effect on the Financing Agreements.

                  (a)      Upon and after the effectiveness of this Amendment,
each reference in the Loan Agreement to "this Agreement", "hereunder", "hereof"
or words of like import referring to the Loan Agreement, and each reference in
the other Financing Agreements to "the Loan Agreement", "thereof" or words of
like import referring to the Loan Agreement, shall mean and be a reference to
the Loan Agreement as modified and amended hereby.

                  (b)      Except as specifically amended above, the Loan
Agreement and all other Financing Agreements, are and shall continue to be in
full force and effect and are hereby in all respects ratified and confirmed and
shall constitute the legal, valid, binding and enforceable obligations of each
Borrower to Agent and the Lenders.

                  (c)      The execution, delivery and effectiveness of this
Amendment shall not, except as expressly provided herein, operate as a waiver of
any right, power or remedy of Agent or any Lender under any of the Financing
Agreements, nor constitute a waiver of any provision of any of the Financing
Agreements.

                  (d)      To the extent that any terms and conditions in any of
the Financing Agreements shall contradict or be in conflict with any terms or
conditions of the Loan Agreement, after giving effect to this Amendment, such
terms and conditions are hereby deemed modified or amended accordingly to
reflect the terms and conditions of the Loan Agreement as modified or amended
hereby.

         7.       Ratification. Each Borrower hereby restates, ratifies and
reaffirms each and every term and condition set forth in the Loan Agreement, as
amended hereby, and the Financing Agreements effective as of the date hereof.

         8.       Integration. This Amendment, together with the other Financing
Agreements, incorporates all negotiations of the parties hereto with respect to
the subject matter hereof and is the final expression and agreement of the
parties hereto with respect to the subject matter hereof.

         9.       Severability. In case any provision in this Amendment shall be
invalid, illegal or unenforceable, such provision shall be severable from the
remainder of this Amendment and the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby.

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         IN WITNESS WHEREOF, the parties have entered into this Amendment as of
the date first above written.

                                      M T S, INCORPORATED,
                                      a California corporation

                                      By: ______________________________________
                                      Name:  Michael T. Solomon
                                      Title: President

                                      THREE A'S HOLDINGS, L.L.C.,
                                      a Delaware limited liability company

                                      By: ______________________________________
                                      Name:  Michael T. Solomon
                                      Title: Manager

                                      THE CIT GROUP/BUSINESS CREDIT, INC.,
                                      a New York corporation,
                                      as Agent and as a Lender

                                      By: ______________________________________
                                      Name:  Kelly Wu
                                      Title: Vice President

                                      CONGRESS FINANCIAL CORPORATION
                                      (WESTERN),
                                      a California corporation

                                      By: ______________________________________
                                      Name: ____________________________________
                                      Title: ___________________________________

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                                      FLEET RETAIL FINANCE, INC.,
                                      a ____________ corporation

                                      By: ______________________________________
                                      Name:  Sally A. Sheehan
                                      Title: Director

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                          ACKNOWLEDGEMENT BY GUARANTORS

                          Dated as of November 18, 2002

         Each of the undersigned, being a Guarantor (each a "Guarantor" and
collectively, the "Guarantors") under their respective Guaranty and Security
Agreements, each dated as of October 9, 2002, made in favor of Agent (as
amended, modified or supplemented, each a "Guaranty" and collectively, the
"Guaranties"), hereby acknowledges and agrees to the foregoing First Amendment
to Loan and Security Agreement (the "Amendment") and confirms and agrees that
its Guaranty is and shall continue to be, in full force and effect and is hereby
ratified and confirmed in all respects except that, upon the effectiveness of,
and on and after the date of the Amendment, each reference in such Guaranty to
the Loan Agreement (as defined in the Amendment), "thereunder", "thereof" or
words of like import referring to the "Loan Agreement", shall mean and be a
reference to the Loan Agreement as amended or modified by the Amendment.
Although Agent has informed Guarantors of the matters set forth above, and
Guarantors have acknowledged the same, each Guarantor understands and agrees
that neither Agent nor any Lender has any duty under the Loan Agreement, the
Guaranties or any other agreement with any Guarantor to so notify any Guarantor
or to seek such an acknowledgement, and nothing contained herein is intended to
or shall create such a duty as to any advances or transaction hereafter.

                                      TOWER RECORDS, INCORPORATED,
                                      a Delaware corporation

                                      By: ______________________________________
                                      Name:  Michael T. Solomon
                                      Title: President

                                      8775 SUNSET, INC.,
                                      a California corporation

                                      By: ______________________________________
                                      Name:  Michael T. Solomon
                                      Title: President

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                                      COLUMBUS & BAY, INC.,
                                      a California corporation

                                      By: ______________________________________
                                      Name:  Michael T. Solomon
                                      Title: President

                                      JEREMY'S HOLDINGS, LLC,
                                      a Delaware limited liability company

                                      By: ______________________________________
                                      Name:  Michael T. Solomon
                                      Title: Manager

                                      R.T. RECORDS, INCORPORATED,
                                      a California corporation

                                      By: ______________________________________
                                      Name:  Michael T. Solomon
                                      Title: President

                                      TOWER DIRECT LLC.,
                                      a Delaware limited liability company

                                      By: ______________________________________
                                      Name:  Michael T. Solomon
                                      Title: Manager

                                      33RD STREET RECORDS, INCORPORATED,
                                      a Delaware corporation

                                      By: ______________________________________
                                      Name:  Michael T. Solomon
                                      Title: President

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                                      T.R. SERVICES, INCORPORATED,
                                      a California corporation

                                      By: ______________________________________
                                      Name:  Michael T. Solomon
                                      Title: President

                                      IRELAND TR, INCORPORATED,
                                      a California corporation

                                      By: ______________________________________
                                      Name:  Michael T. Solomon
                                      Title: President

                                      PIPERNICK CORP.,
                                      a Delaware corporation

                                      By: ______________________________________
                                      Name:  Michael T. Solomon
                                      Title: President

                                      TR ARGENTINA, INCORPORATED,
                                      a California corporation

                                      By: ______________________________________
                                      Name:  Michael T. Solomon
                                      Title: President

                                      TR ISRAEL, INCORPORATED,
                                      a California corporation

                                      By: ______________________________________
                                      Name:  Michael T. Solomon
                                      Title: President

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                                      TR MEXICO, INCORPORATED,
                                      a California corporation

                                      By: ______________________________________
                                      Name:  Michael T. Solomon
                                      Title: President

                                      TOWER GRAPHICS, INCORPORATED,
                                      a California corporation

                                      By: ______________________________________
                                      Name:  Michael T. Solomon
                                      Title: President

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