<PAGE>  1                              EXHIBIT 10.28
  
           SECOND AMENDMENT TO CREDIT AGREEMENT
  
       This Second Amendment to Credit Agreement (the  Amendment ) is made
  as of the 31st day of October, 1996 by and between RECONDITIONED
  SYSTEMS, INC., an Arizona corporation (the  Borrower ), and NORWEST
  BUSINESS CREDIT, INC., A Minnesota corporation (the  Lender ).
  
                         Recitals
  
       The Borrower and the Lender have entered into the Credit and
  Security Agreement dated as of February 26, 1996, as amended by that
  certain First Amendment to Credit Agreement dated as of August 15, 1996
  (as so amended, the  Credit Agreement ).
  
       The Lender has agreed to make certain loan advances to the Borrower
  pursuant to the terms and conditions set forth in the Credit Agreement.
  
       The loan advances under the Credit Agreement are evidenced by the
  Borrower s promissory note dated as of February 26, 1996, in the maximum
  principal amount of 
  $ 1,200,00.00 and payable to the order of the Lender (the  Note ).
  
       All indebtedness of the Borrower to the Lender is secured pursuant
  to the terms of the Credit Agreement and all other Security Documents as
  defined therein (collectively, the  Security Documents ).
  
       The Borrower has requested that certain amendments be made to the
  Credit Agreement, which the Lender is willing to make pursuant to the
  terms and conditions set forth herein.
  
      NOW, THEREFORE, in consideration of the premises and of the mutual
  covenants and agreements herein contained, it is agreed as follows:
  
       1.  Terms used in this Amendment which are defined in the Credit
  Agreement shall have the same meanings as defined therein, unless
  otherwise defined herein.
  
       2.  The Credit Agreement is hereby amended as follows:
  
            (a)  The definition of  Floating Rate  contained in the Credit
  Agreement is hereby deleted in its entirely and replaced as follows:
  
             Floating Rate  means an annual rate equal to          
             the sum of the Base Rate plus four percent (4%),          
             which Floating Rate shall change when and as the  
             Base Rate changes.
  
  
            (b)  There is hereby added to the Credit Agreement a new
  definition of  Incentive Rate  which provides as follows:
  
             Incentive Rate  means an annual rate equal to   
             the sum of the Base Rate plus three percent (3%)  
             which Incentive Rate shall change when and as the  
             Base Rate changes.
  
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            (c)  The definition of  Default Rate  contained in the Credit
  Agreement is hereby deleted in its entirety and replaced as follows:
  
             Default Rate  means at any time two percent 
            (2%) over the Floating Rate or the Incentive Rate, 
             as applicable, which Default Rate shall change  
             when and as the Floating Rate or the Incentive 
             Rate, as applicable, changes.
  
            (d)  The definition of  Termination Date  contained in the
  Credit Agreement is hereby deleted in its entirety and replaced as
  follows:
  
             Termination Date  means February 28, 2000.
  
            (e)  Section 2.3(a) of the Credit Agreement is hereby deleted
  in its entirety and replaced as follows:
  
            (a)  The Principal of the Advances outstanding 
             from time to time during any month shall bear 
             interest (computed on the basis of actual days 
             elapsed in a 360-day year) at the Floating Rate; 
             PROVIDED,HOWEVER, that in the event that 
            (i) Borrower s Net Income for the fiscal year 
             ending March 31, 1997 is $200,000.00 or greater, 
             and (ii) Borrower s Net Worth as of March 31, 
             1997, is $1,316,788.00 or greater, each as shown 
             in audited financial statements delivered to
             Lender in accordance with accordance with Section
             6.1(a), then from the first day of the month
             following Lender s receipt of the audited
             financial statements evidencing compliance with
             clauses (i)and (ii) above, the principal of the
             Advances outstanding from time to time shall bear
             interest at the Incentive Rate; Provided,
             further, however, that from the first day of any
             month during which any Default or Event of
             Default occurs or exists at any time, in the
             Lender s discretion and without waiving any of
             its other rights and remedies, the principal of
             the Advances outstanding from time to time shall
             bear interest at the Default Rate during the
             entire Default Period; and provided, further,
             that in any event no rate change shall be put
             into effect which would result in a rate greater
             than the highest rate permitted by law.  Interest
             accruing on the principal balance of the Advances
             outstanding from time to time shall be payable on
             the first day of each succeeding month and on the
             Termination Date or earlier demand or prepayment
             in full.  The Borrower agrees that the interest
             rate contracted for includes the interest rate
             set forth herein plus any other charges or fees 
             set forth herein and costs and expenses incident
            

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 <PAGE>  3           
             to this transaction paid by the Borrower to the
             extent same are deemed interest under applicable
             law.
                              
  
            (f)  Section 2.3(b) of the Credit Agreement is hereby deleted
  in its entirety and replaced as follows:
  
            (b)  Notwithstanding the interest payable pursuant 
             to Section 2.3(a) hereof, the Borrower shall be 
             liable to the Lender for interest hereunder of 
             not less than (i)$4,000.00 per calendar month 
             during any calendar month in which the interest 
             on Advances from time to time outstanding is 
             calculated based upon the Floating Rate, or (ii)    
             $2,500.00 per calendar month during any calendar 
             month in which interest on Advances from time to 
             time outstanding is calculated based upon the 
             Incentive Rate (the  Minimum Interest Charge ), 
             and the Borrower shall pay any deficiency between 
             the Minimum Interest Charge and the amount of 
             interest otherwise calculated under Sections 
             2.3(a) hereof on the date and in the manner 
             provided in Section 2.3(a) hereof.
  
       3.  Section 7.17 of the Credit Agreement provides, among other
  things, that the Borrower will not increase the salaries, bonuses,
  commissions, consultant fees or other compensation of any director,
  officer or consultant, or any member of their families, by more than 10%
  in any one year without the prior written consent of the Lender.  The
  Board of Directors of Borrower has recommended the following incentive
  compensation plan for its fiscal year ending  March 31, 1997:
  
            (a)  The annual salaries of Wayne Collignon and Dirk Anderson
  shall be $105,000.00 and $75,000.00, respectively.
  
            (b)  Wayne Collignon and Dirk Anderson shall each receive a
  bonus equal to five percent (5%) of the pre-tax, pre-bonus 1997 fiscal
  year s income, payable bi-annually.
  
            (c)  100,000 share stock options granted to Wayne Collignon
  and Dirk Anderson originally priced on August 10, 1995, shall be
  repriced at $1.00 per share, which was the closing price on August 16,
  1996.
  
            (d)  Scott Ryan shall receive a $5,000.00 director s fee
  payable bi-annually, and receive a one-time grant of a 15,000 share
  stock option, at an exercise price of $1.00 per share and a one-time
  grant of an 85,000 share stock option at an exercise price of $1.00 per
  share.
  
  The Borrower has requested that the Lender consent to the implementation
  of said incentive compensation plan provisions.  Subject to the
  effectiveness of this Amendment, the Lender hereby consents to the
  implementation of the incentive compensation plan provisions set forth
  in Sections 3(a) through 3(d) above.  This consent shall not be deemed
  to waive Lender s right to withhold its consent to any future waiver or
  exception regarding the covenent contained in Section 7.17 of the Credit
  Agreement.                        -3-

<PAGE>  4  
       4.  Except as explicitly amended by this Amendment, all of the
  terms and conditions of the Credit Agreement shall remain in full force
  and effect and shall apply to any Advance thereunder.
  
       5.  This Amendment shall be effective upon the later of (i)November
  1, 1996, or (ii)receipt by the Lender of an executed original hereof,
  together with each of the following, each in substance and form
  acceptable to the Lender in its sole discretion:
  
            (a)  Certificate of the Secretary of the Borrower certifying
  as to(i)the resolutions of the board of directors of the Borrower
  approving the execution and delivery of this Amendment, (ii)the fact
  that the Fourth Amended and Restated Articles of Incorporation and
  Restated Bylaws of the Borrower, which were certified and delivered to
  the Lender pursuant to the Certificate of the Borrower s Secretary dated
  as of August 15, 1996, in connection with the execution and delivery of
  the First Amendment to Credit Agreement continue in full force and
  effect and have not been amended or otherwise modified except as set
  forth in the Certificate to be delivered, and (iii)certifying that the
  officers of the Borrower who have been certified to the Lender, pursuant
  to the Certificate of the Borrower s Secretary dated as of February 26,
  1996, as being authorized to sign an to act on behalf of the Borrower
  continue to be so authorized or setting forth the sample signatures of
  each of the officers of the Borrower authorized to execute and deliver this
  Amendment and all other documents, agreements and certificates on behalf
  of the Borrower.
  
            (b)  Opinion of the Borrower s counsel as to the matters set
  forth in paragraphs 6(a) and (b) hereof and as to such other matters as
  the Lender shall require.
  
       6.  The Borrower hereby represents and warrants to the Lender as
  follows:
  
            (a)  The Borrower has all requisite power and authority to
  execute this Amendment and to perform all of its obligations hereunder,
  and this Amendment has been duly executed and delivered by the Borrower
  and constitutes the legal, valid and binding obligation of the Borrower,
  enforceable in accordance with its terms.
  
            (b)  The execution, delivery and performance by the Borrower
  of this Amendment have been duly authorized by all necessary corporate
  action and do not (i)require any authorization, consent or approval by
  any governmental department, commission, board, bureau, agency or
  instrumentality, domestic or foreign, (ii) violate any provision of any
  law, rule or regulation or of any order, writ, injunction or decree
  presently in effect, having applicability to the Borrower, or the
  articles of incorporation or bylaws of the Borrower, or (iii) result in
  a breach of or constitute a default under any indenture or loan or
  credit agreement or any other agreement, lease or instrument to which
  the Borrower is a party or by which it or its properties may be bound or
  affected.


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<PAGE>  5  

            (c)  All of the representations and warranties contained in
  Article V of the Credit Agreement are correct on and as of the date
  hereof as though made on and as of such date, except to the extent that
  such representations and warranties relate solely to an earlier date.
  
       7.  All references in the Credit Agreement to  this Agreement 
  shall be deemed to refer to the Credit Agreement as amended hereby; and
  any and all references in the Security Documents to the Credit Agreement
  shall be deemed to refer to the Credit Agreement as amended hereby.
  
       8.  The execution of this Amendment and acceptance of any documents
  related hereto shall not be deemed to be a waiver of any Default or
  Event of Default under the Credit Agreement or breach, default or event
  of default under any Security Document or other document held by the
  Lender, whether or not known to the Lender and whether or not existing
  on the date of this Amendment.
  
       9.  The Borrower hereby absolutely and unconditionally releases and
  forever discharges the Lender, and any and all participants, parent
  corporations, subsidiary corporations, affiliated corporations,
  insurers, indemnitors, successors and assigns thereof, together with all
  of the present and former directors, officers, agents and employees of
  any of the foregoing , from any and all claims, demands or causes of
  action of any kind, nature or description, whether arising in law or
  equity or upon contract or tort or under any state or federal law or
  otherwise, which the Borrower has had, now has or has made claim to have
  against any such person for or by reason of any act, omission, matter,
  cause or thing whatsoever arising from the beginning of time to and
  including the date of this Amendment, whether such claims, demands and
  causes of action are matured or unmatured or known or unknown.
  
       10.  The Borrower hereby reaffirms its agreement under the Credit
  Agreement to pay or reimburse the Lender on demand for all costs and
  expenses incurred by the Lender in connection with the Credit Agreement,
  the Security Documents and all other documents contemplated thereby,
  including without limitation all reasonable fees and disbursements of
  legal counsel.  Without limiting the generality of the foregoing, the
  Borrower specifically agrees to pay all fees and disbursements of
  counsel to the Lender for the services performed by such counsel in
  connection with the preparation of this Amendment and the documents and
  instruments incidental hereto.  The Borrower hereby agrees that the
  Lender may, at any time or from time to time in its sole discretion and
  without further authorization by the Borrower, make a loan to the
  Borrower under the Credit Agreement, or apply the proceeds of any loan,
  for the purpose of paying any such fees, disbursements, costs and
  expenses.
  
       11.  This Amendment may by executed in any number of counterparts,
  each of which when so executed and delivered shall be deemed an original
  and all of which counterparts, taken together, shall constitute one and
  the same instrument.
  


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<PAGE>  6
       IN WITNESS WHEREOF, the parties hereto have caused this Amendment
  to be duly executed as of the day and year first above written.
  
                               RECONDITIONED, SYSTEMS, INC.,an
                                 Arizona corporation
 
                               By /s/ Dirk D. Anderson
  
                                  Its  Chief Financial Officer
  
                              NORWEST BUSINESS CREDIT, INC.,
                                 a Minnesota corporation

                               By /s/ Darcy Della Flora
  
                                  Its Vice President
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