<PAGE>

                                                                 EXHIBIT 10.28

  SECOND AMENDMENT TO CONSULTING AGREEMENT BETWEEN THE COMPANY AND MIKE KILEY
                                       
AGREEMENT made this 1st day of April, 1998 between Media Arts Group, Inc. 
(hereinafter "the company" and Mike Kiley (hereinafter, "the consultant").

                                  WITNESSETH
                                       
(1)  As compensation of the consultant's services hereunder, the company agrees
     to pay the consultant an additional amount (hereinafter, "incentive
     compensation") equal to Paragraph (2) below based on EPS growth of 
     consolidated net earnings of the company and its subsidiaries.

(2)  The earnings per share growth of the company shall be determined from a
     base EPS of .98 established 4/1/98.  The net earnings per share 
     calculation for the Agreement will be the same calculation used for the 
     company's management incentive bonus plan.  Consultant will receive 
     incentive compensation in two parts.  The 1st incentive payout will be 
     based on EPS growth as of 10/1/98. The 2nd incentive payout will be based 
     on EPS growth as of fiscal year end, 3/31/99, minus the 1st incentive 
     payout

<TABLE>
<CAPTION>
           Threshold                     Target                       Superior
           ---------                     ------                       --------
     EPS          Incentive     EPS            Incentive       EPS            Incentive
     ---          ---------     ---            ---------       ---            ---------
     <S>            <C>         <C>             <C>            <C>             <C>
     0.98 - 1.02    11,000      1.36 - 1.39      98,000        1.61 - 1.67     188,000
     1.03 - 1.07    22,000      1.40 - 1.42     108,000        1.68 - 1.73     208,000
     1.08 - 1.12    33,000      1.43 - 1.45     118,000        1.74 - 1.79     228,000
     1.13 - 1.17    44,000      1.46 - 1.48     128,000        1.80 - 1.85     248,000
     1.21 - 1.25    55,000      1.49 - 1.51     138,000        1.86 - 1.91     268,000
     1.25 - 1.29    66,000      1.52 - 1.54     148,000        1.92 - 1.97     288,000
     1.29 - 1.33    77,000      1.55 - 1.57     158,000        1.98 - 2.03     308,000
     1.33 - 1.35    88,000      1.58 - 1.60     168,000        2.03 - 2.17     328,000
</TABLE>

(3)  The determination of consolidated net earnings per share made shall be
     final and binding on company and consultant, and no adjustments in 
     incentive compensation shall subsequently be made because of adjustments 
     in federal income taxes or other items.  The consolidated growth of net 
     earnings per share for purposes of this incentive compensation shall be 
     computed and paid out not later than 30 days after 10/1/98 and 3/31/99, 
     company's fiscal year end.


     IN WITNESS WHEREOF the company and the consultant have executed this
     agreement as of the day and year first written above.
     
     MEDIA ARTS GROUP, INC.                       MIKE KILEY
     
     
     by /s/ Raymond A. Peterson                   /s/ Mike Kiley
        -----------------------                   --------------
        CEO                                       Consultant