Exhibit 10.28

FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT

THIS FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (this "Amendment"), dated as of July    , 2002, is
entered into betweenFOOTHILL CAPITAL CORPORATION, a California corporation, as agent (in such capacity,
"Agent") for the Lenders (as defined below), andEN POINTE TECHNOLOGIES SALES, INC., a Delaware
corporation ("Borrower").

RECITALS

A.    Borrower,
the lenders signatory thereto (the "Lenders") and Agent have previously entered into that certain Loan and
Security Agreement dated December 28, 2001 (the "Loan Agreement"), pursuant to which the Lenders have made certain loans and financial
accommodations available to Borrower. Terms used herein without definition shall have the meanings ascribed to them in the Loan Agreement.

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

D.    Borrower
is 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.Amendment to Loan Agreement.



Trailing 12 Month EBITDA

Margin over
Base RateGreater than or equal to $6,000,000

0.25
%Greater than or equal to $4,000,000 but less than $6,000,000

0.50
%Greater than or equal to $2,000,000 but less than $4,000,000

1.25
%Less than $2,000,000

2.00
%




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Trailing 12 Month EBITDA

Margin over
Base LIBOR
RateGreater than or equal to $6,000,000

2.50
%Greater than or equal to $4,000,000 but less than $6,000,000

2.75
%Greater than or equal to $2,000,000 but less than $4,000,000

3.50
%Less than $2,000,000

4.25
%




Applicable Amount

Applicable Period($3,000,000)

For the 9 month period
ending June 30, 2002($3,800,000)

For the 12 month period
ending September 30, 2002($2,250,000)

For the 12 month period
ending December 31, 2002($1,500,000)

For the 12 month period
ending March 31, 2003$1,200,000

For the 12 month period
ending June 30, 2003$2,500,000

For the 12 month period
ending September 30, 2003$2,500,000

For the 12 month period
ending each fiscal quarter thereafter"


2.Effectiveness of this Amendment.Agent must have received the following items, in form and content acceptable
to Agent, before this Amendment is effective, and before any Lender is required to extend any credit to Borrower as provided for by this Amendment.

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



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 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 Loan Documents.



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

8.Estoppel.To induce Agent to enter into this Amendment and to induce the Lenders to continue to make advances
to Borrower under the Loan Agreement, Borrower hereby acknowledges and agrees that, after giving effect to this Amendment, as of the date hereof, there exists no Event of Default and no right of
offset, defense, counterclaim or objection in favor of Borrower as against Agent or any Lender with respect to the Obligations.

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

| |  | EN POINTE TECHNOLOGIES SALES, INC.    
| |  | --------------------------------------
| |  | By:                                   
| |  | Title:                                
| |  | FOOTHILL CAPITAL CORPORATION,
as Agent
| |  | By:                                   
| |  | Title:                                

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ACKNOWLEDGEMENT BY GUARANTORS        Dated as of July    , 2002

Each
of the undersigned, being a Guarantor (each a "Guarantor" and collectively, the
"Guarantors") under their respective Guaranty and Security Agreement, dated December 28, 2001 and made in favor of Agent for the benefit of the
Lenders (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 Lender has informed Guarantors of the matters set forth above, and Guarantors have acknowledged the same, each Guarantor understands and agrees that Lender has no
duty under the Loan Agreement, the Guaranties or any other agreement with either 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.

| |  | EN POINTE TECHNOLOGIES, INC.         
| |  | -------------------------------------
| |  | By:                                  
| |  | Title:                               
| |  | EN POINTE TECHNOLOGIES VENTURES, INC.
| |  | By:                                  
| |  | Title:                               

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