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[BANK OF AMERICA LOGO]                                            Exhibit 10.28
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                                                         AMENDMENT TO DOCUMENTS

                   AMENDMENT NO. 5 TO BUSINESS LOAN AGREEMENT

    This Amendment No. 5 (The "Amendment") dated as of April 10, 2000, is
between Bank of America, N.A. (the "Bank"), formerly Bank of America National
Trust and Savings Association, and Tab Products Co. (the "Borrower").

                                   RECITALS

    A.  The Bank and the Borrower entered into a certain Business Loan
Agreement dated as of November 1, 1998, as previously amended
(the "Agreement").

    B.  The Bank and the Borrower desire to further amend the Agreement.

                                   AGREEMENT

    1.  DEFINITIONS. Capitalized terms used but not defined in this Amendment
shall have the meaning given to them in the Agreement.

    2.  AMENDMENTS. The Agreement is hereby amended as follows:

        2.1  The Bank has changed the name of the "Reference Rate" to the
             "Prime Rate." The term "Reference Rate" is therefore amended to
             read "Prime Rate" throughout the Agreement.

        2.2  In Paragraph 1.1 of the Agreement, the amount "Five Million
             Dollars ($5,000,000)" is substituted for the amount "Fifteen
             Million Dollars ($15,000,000)."

        2.3  Paragraph 9.2(b) of the Agreement is amended to read in its
             entirety as follows:

             "(b)  Within 20 days of the period's end (including the last
                   period in each fiscal year), the Borrower's monthly
                   financial statements. These financial statements may be
                   Borrower prepared. The statements shall be prepared on a
                   consolidated and consolidating basis."

        2.4  Paragraph 9.3 of the Agreement is amended to read in its
             entirety as follows:

             "9.3  QUICK RATIO. To maintain on a consolidated basis as of the
                   end of each monthly accounting period a ratio of quick
                   assets to current liabilities of at least 1.40:1.0.

                   'Quick assets' means unencumbered cash, unencumbered
                   short-term cash investments, net trade receivables and
                   marketable securities not classified as long-term
                   investments. 'Current liabilities' shall include (a) all
                   obligations classified as current liabilities under
                   generally accepted accounting principles, plus (b) all
                   principal amounts outstanding under revolving lines of
                   credit, whether classified as current or long-term, which
                   are not already included under (a) above. The sum of
                   unencumbered cash and unencumbered short-term cash
                   investments must at all times equal at least Seven Million
                   Dollars ($7,000,000)."

        2.5  Paragraph 9.4 of the Agreement is amended to read in its
             entirety as follows:

             "9.4  NET WORTH. To maintain on a consolidated basis as of the
                   end of each monthly accounting period net worth equal to
                   at least the sum of the following:

             (a)   Fifty Two Million Dollars ($52,000,000); plus

             (b)   the net proceeds from any equity securities issued after
                   February 29, 2000.

                   'Net worth' means the gross book value of the Borrower's
                   assets less total liabilities, including but not limited
                   to accrued and deferred income taxes, and any reserves
                   against assets."

        2.6  Paragraphs 9.5 and 9.6 of the Agreement are deleted in their
             entirety.

        2.7  Paragraph 9.7 of the Agreement is amended to read in its
             entirety as follows:

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             "9.7  LIMITATIONS ON LOSSES. Not to incur on a consolidated
                   basis a net loss after taxes in excess of Seven Hundred
                   Fifty Thousand Dollars ($750,000) in the fiscal quarter
                   ending May 31, 2000. Commencing with the quarterly
                   accounting period ending August 31, 2000, and thereafter,
                   the Borrower agrees not to incur on a consolidated basis a
                   net loss before taxes and extraordinary items in any two
                   (2) consecutive quarterly accounting periods. The Bank and
                   the Borrower acknowledge and agree that the calculation of
                   compliance with this covenant as of the last day of the
                   fiscal quarter ending August 31, 2000, shall include the
                   results of the fiscal quarter ending May 31, 2000."

        2.8  Paragraph 9.8(g) of the Agreement is deleted in its entirety.

        2.9  Paragraph 9.10 of the Agreement is amended to read in its
             entirety as follows:

             "9.10 CAPITAL EXPENDITURES. Not to spend (including the amount
                   of any capital leases) more than (i) Seven Hundred Fifty
                   Thousand Dollars ($750,000) in any single fiscal quarter
                   or (ii) Two Million Dollars ($2,000,000) in any single
                   fiscal year to acquire fixed or capital assets."

        2.10 The introductory paragraph of Article 11 of the Agreement is
             amended to read in its entirety as follows:

                   "If any of the following events occurs, the Bank may do
                   one or more of the following:  declare the Borrower in
                   default, stop making any additional credit available to the
                   Borrower, and require the Borrower to repay its entire
                   debt immediately and without prior notice. If an event of
                   default occurs under the paragraph entitled 'Bankruptcy,'
                   below, with respect to the Borrower, then the entire debt
                   outstanding under this Agreement will automatically be due
                   immediately."

    3.  REPRESENTATIONS AND WARRANTIES.  When the Borrower signs this
Amendment, the Borrower represents and warrants to the Bank that:  (a) there
is no event which is, or with notice or lapse of time or both would be, a
default under the Agreement except those events, if any, that have been
disclosed in writing to the Bank or waived in writing by the Bank, (b) the
representations and warranties in the Agreement are true as of the date of
this Amendment as if made on the date of this Amendment, (c) this Amendment is
within the Borrower's powers, has been duly authorized, and does not conflict
with any of the Borrower's organizational papers, and (d) this Amendment does
not conflict with any law, agreement, or obligation by which the Borrower is
bound.

    4.  EFFECT OF AMENDMENT.  Except as provided in this Amendment, all of
the terms and conditions of the Agreement shall remain in full force and
effect.

    5.  COUNTERPARTS.  This Amendment may be executed in counterparts, each
of which when so executed shall be deemed an original, but all such
counterparts together shall constitute but one and the same instrument.

    This Amendment is executed as of the date stated at the beginning of this
Amendment.

BANK OF AMERICA, N.A.                         Tab Products Co.

X /s/ Lebbeus S. Case                          X /s/ David J. Davis
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By: Lebbeus S. Case, Jr., Vice President      By: David J. Davis, SVP,
                                                  Operations and Chief
                                                  Financial Officer

                                               X /s/ Robert S. Sexton
                                                -------------------------------
                                              By: Robert S. Sexton
                                                  Treasurer & Secretary
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