Exhibit 10.2
 AMENDMENT NO. 1 TO
SECOND AMENDED AND RESTATED Credit AGREEMENT
 AMENDMENT NO. 1 Amendment VIRCO MFG.
CORPORATION Borrower WELLS FARGO BANK, NATIONAL
ASSOCIATION Bank Credit
Agreement
   Section 1. Amendment to Section 1. 1(a) of the Credit Agreement.
 Line of Credit Advances Line of Credit Exhibit A Line of Credit
Note
 Section 2. Amendment to Section 1. 1(b) of the Credit Agreement.
 Letter of Credit Subfeature Letter of Credit Letters of Credit provided however, provided, however, provided, however provided, however,
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Section 3. Amendments to Section 1. 2(f) of the Credit Agreement.
 Collateral Audits; Appraisals
 provided, however
  Section 4. Amendments to Article II of the Credit Agreement .
 Eligible Accounts
  Eligible Inventory
  Section 5. Amendments to Section 4.3 of the Credit Agreement .
 Account Debtor Information
 Borrowing Base Reports
 Weekly Reports
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Monthly Reports
    Section 6. Amendment to Section 5.11 of the Credit Agreement .
 Minimum Net Income
  Section 7. Amendment to Section 5.13 of the Credit Agreement.
 Maximum Leverage Ratio
  Maximum ConsolidatedApplicable Fiscal Quarter
    
    Leverage RatioJuly 31, 2008
    
    4.25 to 1.00October 31, 2008
    
    1.50 to 1.00January 31, 2009
    
    1.75 to 1.00Except as otherwise set forth in this table, the 
fiscal quarter ended 
January 31 of each fiscal year
    
    1.25 to 1.00
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Maximum ConsolidatedApplicable Fiscal Quarter
    
    Leverage RatioFiscal quarter ended 
April 30 of each fiscal year
    
    2.50 to 1.00Except as otherwise set forth in this table, the 
fiscal quarter ended 
July 31 of each fiscal year
    
    3.50 to 1.00Except as otherwise set forth in this table, the 
fiscal quarter ended 
October 31 of each fiscal year
    
    1.25 to 1.00
 Section 8. Amendments to Annex A to the Credit Agreement .
 Amendment No. 1
 Borrowing Base
 plus
    plus
 plus
 minus
  Borrowing Base Certificate Exhibit C
 Collateral Access Agreement
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Designated ATS Advance Rate
 Designated Finished Goods Advance Rate any
 Dilution
 Dilution Reserve
 If Dilution is:
    
    Then the Dilution Reserve is:Less than 5.0%
    
    - 0 -5.0% or greater but less than 10.0%
    
    An amount sufficient to reduce advance rates by 5.0%10.0% or greater but less than 15.0%
    
    An amount sufficient to reduce advance rates by 10.0%15.0% or greater but less than 20.0%
    
    An amount sufficient to reduce advance rates by 15.0%20.0% or greater but less than 25.0%
    
    An amount sufficient to reduce advance rates by 20.0%25.0% or greater but less than 30.0%
    
    An amount sufficient to reduce advance rates by 25.0%For each additional 5.0% increase in Dilution
    
    An amount sufficient to reduce advance rates by an
incremental 5.0%
 Eligible Accounts provided, however,
  provided, however,
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provided, however,
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Eligible ATS Inventory ATS
 Eligible Finished Goods Inventory provided, however,
  Schedule E-1
      Eligible Inventory
 Eligible Raw Material Inventory
 First Amendment Effective Date
 Maximum Inventory Amount
  Affiliate
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provided, however,
  Section 9. Supplements to Exhibits and Schedules .
 Section 10. Consent to Amendments .
 Section 11. Representations and Warranties.
 Representations and Warranties in Credit Agreement
 Authority
 Enforceability of Obligations
 No Event of Default
 Section 12. Conditions to Effectiveness.
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Section 13. Admissions and Acknowledgments.
    Section 14. Reference to and Effect on Loan Documents.
     Section 15. Benefits of Amendment .
 Section 16. Interpretation .
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Section 17. Execution in Counterparts .
 Section 18. Severability .
 Section 19. Governing Law .
 Section 20. Expenses .
 Section 21. No Course of Dealing.
 Section 22. Arms Length Agreement.
 Section 23. Entire Agreement.
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VIRCO MFG. CORPORATION,
as the BorrowerBy:
    /s/ Robert E. DoseName:
    Robert E. DoseTitle:
    Vice President  Finance, Secretary and TreasurerVIRCO, INC.,as a GuarantorBy:
    /s/ Robert E. DoseName:
    Robert E. DoseTitle:
    Vice President  Finance, Secretary andTreasurerVIRCO MGMT. CORPORATION,as a GuarantorBy:
    /s/ Robert E. DoseName:
    Robert E. DoseTitle:
    Vice President  Finance, Secretary andTreasurerWELLS FARGO BANK, NATIONAL ASSOCIATIONBy:
    /s/ Jeff HeisingerName:
    Jeff HeisingerTitle:
    Vice President Signature Page to Amendment No. 1
 Virco Mfg. Corporation