Exhibit 10.28
 DATED
    
    
    2009
 MAD CATZ INTERACTIVE, INC
 
 AMENDMENT TO
CONSIDERATION LOAN NOTE INSTRUMENT
AND
PROMISSORY NOTE




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THIS
AMENDMENT the Amendment the Instrument MAD CATZ INTERACTIVE, INC the Company GUYMONT SERVICES SA the Holder the Completion Note THE WINKLER ATLANTIC TRUST Winkle
 WHEREAS
 (A)
    
    The Company and the Holder are parties to the Acquisition Agreement (as defined in the
Instrument) which provides for the purchase by the Company of all the issued shares in the
capital of Winkler Atlantic Holdings Limited(B)
    
    Pursuant to the Acquisition Agreement, the Company agreed to issue and allot to the Holder as
part of the consideration payable under the Acquisition Agreement loan notes in a principal
amount equal to $14,500,000 and the loan notes constituted by the Instrument were issued by
the Company to the Holder to satisfy such obligation(C)
    
    Pursuant to the terms of an agreement between the Company and the Holder effective as of
August 1, 2008 the Company issued the Completion Note to Winkler(D)
    
    the Company and the Holder desire to amend the Instrument in the manner described below
 NOW THIS AMENDMENT WITNESSES that:
 1.
    
    PRELIMINARYCapitalized terms used in this Amendment which are not otherwise defined shall
have the same meaning as set forth in the Instrument2.
    
    ENTRY INTO EFFECT AND PERFORMANCE
 2.1.1
    
    This Amendment is conditional and shall become effective upon both the
following being fulfilled:
 (a)
    
    the Company entering into with the Senior Lender and
other obligors a Third Amended and Restated Loan Agreement and the same
becoming effective (subject only to this Amendment becoming effective); and
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(b)
    
    receipt by the Holder of evidence that funds of the
$20,000 payable by the Company pursuant to clause 8 below have been
transmitted by wire transfer to an account requested by Holder
 2.1.2
    
    Simultaneously with and effective upon this Amendment becoming effective
under clause 2.1.1:
 (a)
    
    that original Certificate issued by the Company to the
Holder on 20 November 2007 in respect of Loan Notes for the original
principal amount of $14,500,000 shall be delivered to the Company by the
Holder for cancellation and the Company shall simultaneously with the
execution of this Amendment deliver to the Holder a new Certificate for the
principal amount of $14,500,000 under the Instrument as amended hereby,
dated with the date upon which this Amendment becomes effective pursuant to
clause 2.1.1; the cancellation of such original Certificate and issue of
such new Certificate do not constitute redemption and reissue of the Loan
Notes and are merely for the purpose of evidencing the amendments of the
Instrument effected by this Amendment;(b)
    
    the Holder shall execute and deliver to the Company and
the Senior Lender without charge therefor a counterpart of an Amended and
Restated Intercreditor Agreement with the Senior Lender (being an
Instrument and Agreement evidencing its subordination to the Senior Lender)
on the terms already agreed between the parties
 3.
    
    AMENDMENTS TO INSTRUMENT3.1
    
    TitleClause 2.1 of the Instrument shall be deemed to be deleted and replaced with the
following wording:
  4.
    
    AMENDMENT OF FORM OF LOAN NOTE CERTIFICATE AND CONDITIONS4.1
    
    CertificateThe form of certificate set out in Schedule 1 to the Instrument is hereby amended
in its entirety so as to be in the form attached hereto as Schedule 14.2
    
    PreliminaryCondition 1.1 is deemed to be deleted in its entirety and replaced with the
following wording:
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insert date upon which this
Amendment becomes effective under clause 2.1.1
 4.3
    
    DefinitionsCondition 1.2 is hereby amended to take the following actions:
 4.3.1
    
    The definition of Interest Rate is deemed to be deleted in its entirety
and replaced with the following wording:
  4.3.2
    
    The definition of Emergency Credit Interest Rate is deemed to be deleted
in its entirety and replaced with the following wording:
  4.3.3
    
    The definition of Second Maturity Date is deemed to be deleted in its
entirety and replaced with the following wording:
  4.3.4
    
    The following definitions are deemed to be added in the appropriate
alphabetical order:
 Additional Payment
    
    means a prepayment pursuant to Condition
4.1.5;Additional Payment Date
    
    means the date that is thirty (30) days
after the Company has filed its Annual Report on Form 10-K with
the United States Securities and Exchange Commission with
respect to any fiscal year triggering an Additional PaymentAnnual Payment Date
    
    means the last Business Day of each fiscal
year of the Company, the first Annual Payment Date being
31 March 2010 and the last Annual Payment Date being on the
Second Maturity Date
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EBITDA
    
    means, with respect to any fiscal year, an amount equal to
the Companys net income for such fiscal year determined in
accordance with United States generally accepted accounting
principles, plus or minus, to the extent deducted or added in
determining such net income for such fiscal year, and without
duplication: (a) interest paid or payable or received or
receivable; (b) income taxes paid or payable or refunds
received or receivable in respect of income taxes; and
(c) depreciation and amortization expenses.Net Proceeds
    
    means the aggregate proceeds
received by the Noteholders in respect of any sale of
Conversion Shares less all costs and expenses incurred in
connection with such sale of Conversion Shares (including
without limitation legal fees and expenses, accounting fees and
expenses, investment banking fees, brokerage and sales
commissions and registration or other regulatory fees)Quarterly Payment Date
    
    means the last Business Day of each fiscal
quarter of the Company, the first Quarterly Payment Date being
30 June 2009 and the last Quarterly Payment Date being the
Second Maturity Date
 4.4
    
    Principal and InterestCondition 3.1 is deemed to be deleted and replaced with the following wording:
  3.1.1
    
    the principal nominal amount of the Loan Notes or any
part of the Loan Notes as and when the same falls due for payment under
the Conditions
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3.1.2 subject to Condition 3.3, interest accrued under the
Conditions as and when the same is required under Condition 4.1
 4.5
    
    Scheduled PaymentsThe title to Condition 4 (REPAYMENT) shall be deleted and replaced by SCHEDULED
PAYMENTS and Conditions 4.1, 4.2 and 4.3 are deemed to be deleted and replaced
with the following wording:
 4.1 Repayment Dates and Circumstances
 4.1.1
    
    Following Serious Event: The Company shall redeem the
Loan Notes at par by payment to the Noteholders if and as so required
and permitted by Condition 5.3, together with interest accrued under
the Conditions upon the amount so repaid up to
and including the actual date of payment4.1.2
    
    First Maturity Date: Subject to any election to the
contrary pursuant to condition 7.2.2(c) and subject to the statement
contained in a Conversion Notice pursuant to Condition 9.1.1, on the
First Maturity Date the Company shall pay $500,0004.1.3
    
    Quarterly Payment Date: Subject to any election to the
contrary pursuant to condition 7.2.2(c) and subject to the statement
contained in a Conversion Notice pursuant to Condition 9.1.1, on each
Quarterly Payment Date the Company shall pay $44,880.71 (or such less
amount as is then outstanding)4.1.4
    
    Annual Payment Date: Subject to any election to the
contrary pursuant to condition 7.2.2(c) and subject to the statement
contained in a Conversion Notice pursuant to Condition 9.1.1, on each
Annual Payment Date the Company shall pay $2,400,000 (or such less
amount as is then outstanding) except that the amount paid on the first
such Annual Payment Date (March 31, 2010) shall be $551,154.124.1.5
    
    Additional Prepayments: Subject to any election to the
contrary pursuant to condition 7.2.2(c) and subject to the statement
contained in a Conversion Notice pursuant to Condition 9.1.1, if the
Company has EBITDA of greater than $12,500,000 a year in each of two
(2) consecutive fiscal years the Company shall pay on the Additional
Payment Date with respect to the second such fiscal year $2,000,000
 5




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provided that any such payment shall not be required unless approved in
writing by the Senior Lender (and there shall be no penalties incurred
by the Company if such approval is not provided by the Senior Lender)
and provided further that the Company shall not be obligated to make
more than one such additional payment in any two (2) year period and
that the amount of such additional payment shall be reduced by the
amount of any voluntary prepayment(s) made pursuant to Condition 4.1.6
during the two (2) year period immediately prior to the payment under
this Condition 4.1.54.1.6
    
    Voluntary Prepayments: Notwithstanding anything to the
contrary herein, the Company shall be permitted to prepay from time to
time and on any day any amount without premium or penalty4.1.7
    
    Second Maturity Date: Subject to any election to the
contrary pursuant to condition 7.2.2(c) and subject to the statement
contained in a Conversion Notice pursuant to Condition 9.1.1, on the
Second Maturity Date the Company shall repay at par the remaining
principal and accrued interest (accrued up to and including the date of
payment) on the Loan Notes then outstanding4.1.8
    
    Application of Payments: All payments made under this
Condition 4:
 (a)
    
    shall be applied to outstanding
interest and outstanding principal only and only in that order
unless (solely with respect to payments made pursuant to
Condition 4.1.6) the Company provides notice that payment is to
be applied to outstanding principal first and outstanding
interest second;(b)
    
    in the case of Additional Payments and
voluntary prepayments pursuant to Conditions 4.1.5 or 4.1.6,
the same shall be applied in or towards discharge of the
payments required to be made by the Company under the
foregoing provisions of this Condition 4.1 in inverse order
to that in which they fall due for payment (ie latest
first)
 4.1.9
    
    Payment Schedule: By way of explanation but without
any binding effect and so that the provisions of Conditions 4.1.1 to
4.1.8 shall have effect in priority to such schedule, there is attached
as Annex A a schedule of the payments to be made under this
Condition 4.14.2
    
    Surrender of Certificate(s) upon Redemption
  6




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4.3
    
    Balance Certificate
  4.6
    
    Serious EventsCondition 5.1.1 is deemed to be deleted and replaced with the following wording:
  4.7
    
    Immediate Repayment on NoticeCondition 5.3 is deemed to be deleted and replaced with the following wording:
  4.8
    
    Senior Lender AgreementCondition 5.4 is deemed amended by adding the following wording:
  4.9
    
    Undertakings by the CompanyCondition 8.1 is deemed to be amended by adding the following wording to the end
thereof:
  7




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4.10
    
    Notice of ConversionCondition 9.1.1 shall be amended by deleting therefrom the words it shall state
whether the Loan Notes to be converted are those due for repayment on the First
Maturity Date or the Second Maturity Date and there shall be inserted in the
place of the words so deleted the words it shall identify the Loan Notes to be
converted by reference to their due date for repayment under Condition 4.1
 4.11
    
    Agreements Regarding ConversionA new Condition 9.7 is hereby added to the Loan Note to read as follows:
 9.7 Sale of Conversion Shares
 9.7.1
    
    In the event that the market price of
the Conversion Shares exceeds the Conversion Rate, the Company
will use reasonable commercial efforts to identify potential
purchasers of the Conversion Shares and to introduce such
purchasers to the Noteholders9.7.2
    
    The Noteholders agree to convert
pursuant to Condition 9 such portion of the principal amount of
the Loan Notes into Conversion Shares as any purchaser desires
to purchase in a transaction that will provide to the
Noteholders Net Proceeds per Conversion Share in excess of the
Conversion Rate and to sell such Conversion Shares to such
purchaser9.7.3
    
    The Company shall manage the sale
process of any Conversion Shares pursuant to this Condition 9.7
and shall deduct the expenses of such actions from the gross
sale proceeds in determining the Net Proceeds to be provided to
the Noteholders9.7.4
    
    Neither the Company nor any Noteholder
shall have any obligation to incur any out-of-pocket expenses
in connection with such conversion and sale transaction as such
transaction must be self funding (i.e. all expenses of such
transaction shall be paid from the proceeds of the sale and
leave Net Proceeds per Conversion Share in excess of the
Conversion Rate)
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9.7.5
    
    Notwithstanding the foregoing:
 (a)
    
    the conversion of Loan
Notes into Conversion Shares, the issue of the resultant
Conversion Shares, the sale and transfer of the
Conversion Shares to the purchaser and the receipt by
the Noteholders of the Net Proceeds shall be effected
simultaneously and if and to the extent that the
Noteholders do not receive any Net Proceeds the
corresponding conversion of Loan Notes into Conversion
Shares shall not have effect;(b)
    
    the Company shall
indemnify the Noteholders against all expenses of sale
incurred by or with the agreement of the Company;
provided that the Noteholders acknowledge and agree that
such expenses shall be fully satisfied from the gross
proceeds of the sale of Conversion Shares so long as
the Net Proceeds per Conversion Share exceed the
Conversion Rate
 5.
    
    AMENDMENTS TO THE COMPLETION NOTEThe Completion Note is hereby amended such that the maturity date thereunder shall
be March 31, 2010 and all principal and interest outstanding on such date, which
the parties agree shall be $948,845.88, shall be paid on such date (and upon and
by such payment the Completion Note will be cancelled). If the Company defaults in
payment of the said sum it shall pay to Winkler Interest upon so much of the same
as remains unpaid after such due date from time to time, at the Emergency Credit
Interest Rate Subject to the foregoing the terms of the Completion Note remain in
full force and effect and in the event of any conflict between the terms of the
Completion Note and this Amendment the terms of this Amendment shall control6.
    
    NO OTHER AMENDMENTSExcept as expressly amended by this Amendment, the terms of the Instrument remain
in full force and effect. In the event of any conflict between the terms of the
Instrument and this Amendment the term of this Amendment shall control7.
    
    RELEVANT COMMITMENTSThe Company acknowledges its continuing liability under clause 6.4 of the
Acquisition Agreement in respect of Relevant Commitments
 9




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8.
    
    EXPENSES OF THIS AMENDMENTThe Company agrees to pay to the Noteholders a fixed fee of $20,000 at execution
of this Amendment to pay the Noteholders expenses in connection with the
negotiation and execution of this Amendment, including legal and consulting fees9.
    
    MISCELLANEOUSThis Amendment may be executed in any number of counterparts with the same effect
as if all Parties hereto had signed the same document. All counterparts shall be
construed together and shall constitute one agreement. This Amendment and any
signed agreement or instrument entered into in connection with this Agreement or
contemplated hereby, and any amendments hereto or thereto, to the extent signed
and delivered by means of a facsimile machine or other electronic means, shall be
treated in all manner and respects as an original agreement or instrument and
shall be considered to have the same binding legal effect as if it were the
original signed version thereof delivered in person10.
    
    GOVERNING LAWThis Amendment shall be governed and construed in all respects by the
laws of England and the parties irrevocably submit to the non-exclusive
jurisdiction of the courts of England
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SIGNED BY
    
    
    )
    
    
    /s/ Werner Schweiter)
    
    
    Werner Schweiterfor and on behalf of
    
    
    )GUYMONT SERVICES SA(in Liqu.)
    
    
    )
    
    
    /s/ Marzell Beckin the presence of:
    
    
    )
    
    
    Marzell BeckWitness Signature: /s/ D. EggenbergerName: David EggenbergerAddress: Bawargs 8, 7204 UnkvazOccupation: SecretarySIGNED BY
    
    
    ))
    
    
    /s/ Darren Richardsonfor and on behalf of MAD
    
    
    )CATZ INTERACTIVE, INC.
    
    
    )in the presence of:
    
    
    )Witness Signature: /s/ Michael GuereroName: Michael Guerero
 Address:
    
    7480 Mission Valley Rd.
Suite 101
San Diego, CA 92108
 Occupation:
    
    Contracts Manager
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SCHEDULE 1
 Clause 1 : Form of Loan Note Certificate and Conditions
 Certificate No.             representing $     Nominal Amount of Loan Notes
MAD CATZ INTERACTIVE, INC
A company incorporated in Canada
corporate ID number 294869-9
(the Company)
 ISSUE OF $14,500,000 CONVERTIBLE
UNSECURED LOAN NOTES 2019
(the Loan Notes)
  THIS IS TO CERTIFY THAT
 DATED
    
    
    2009
 DULY EXECUTED
    
    
    )by MAD CATZ INTERACTIVE, INC
    
    
    )acting by its authorised officer
    
    
    )
   Notes:
    
    
    (1
    )
    
    The Company will not register any transfer of
any Loan Notes unless the Certificate or a
suitable indemnity is produced relating to
such Loan Notes. The Certificate or a
suitable indemnity must be surrendered before
any transfer, whether for the whole or any
part of the Loan Notes represented hereby,
can be registered or a new certificate issued
in exchange.(2
    )
    
    The Loan Notes are transferable in part in amounts of not less than $1,000
nominal or as a whole, subject to the restrictions on transfer contained in the
Conditions.(3
    )
    
    The Loan Notes are not and will not be the subject of any listing, permission to
deal or registration on any investment exchange or with any other authority.(4
    )
    
    The Loan Notes shall not be offered to the public for purchase.(5
    )
    
    The address of the Transfer Office is 7840 Mission Valley Road Suite 101 San
Diego 92108.(6
    )
    
    The Loan Notes are subject to set-off of any Provisional Claims and any
Substantiated Claims as provided in the Conditions and amounts of the Loan Notes the
subject of this Certificate may be cancelled to the extent necessary to satisfy such
Substantiated Claims(7
    )
    
    Accelerated payment of the Loan Notes following the occurrence of a Serious Event
under the Conditions is restricted under the terms of the Senior Lender Agreement (as
those terms are defined in the Conditions).




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June 30, 2009
    
    
    44,881September 30, 2009
    
    
    44,881October 31, 2009
    
    
    500,000December 31, 2009
    
    
    44,881March 31, 2010*
    
    
    1,544,881June 30, 2010
    
    
    44,881September 30, 2010
    
    
    44,881December 31, 2010
    
    
    44,881March 31, 2011
    
    
    2,444,881June 30, 2011
    
    
    44,881September 30, 2011
    
    
    44,881December 31, 2011
    
    
    44,881March 31, 2012
    
    
    2,444,881June 30, 2012
    
    
    44,881September 30, 2012
    
    
    44,881December 31, 2012
    
    
    44,881March 31, 2013
    
    
    2,444,881June 30, 2013
    
    
    44,881September 30, 2013
    
    
    44,881December 31, 2013
    
    
    44,881March 31, 2014
    
    
    2,444,881June 30, 2014
    
    
    44,881September 30, 2014
    
    
    44,881December 31, 2014
    
    
    44,881March 31, 2015
    
    
    2,444,881June 30, 2015
    
    
    44,881September 30, 2015
    
    
    44,881December 31, 2015
    
    
    44,881March 31, 2016
    
    
    2,444,881June 30, 2016
    
    
    44,881September 30, 2016
    
    
    44,881December 31, 2016
    
    
    44,881March 31, 2017
    
    
    2,444,881June 30, 2017
    
    
    44,881September 30, 2017
    
    
    44,881December 31, 2017
    
    
    44,881March 31, 2018
    
    
    2,444,881June 30, 2018
    
    
    44,881September 30, 2018
    
    
    44,881December 31, 2018
    
    
    44,881March 31, 2019
    
    
    2,444,877
 *
    
    Includes payment under the Completion Note in the amount of
$948,845.88