Exhibit 10.28

TENTH AMENDMENT TO FINANCING AGREEMENT

This TENTH AMENDMENT TO FINANCING AGREEMENT (this "Amendment"), dated as of March 3, 2003, is entered into
by and among SHARPER IMAGE CORPORATION, a Delaware corporation (the "Borrower"), and the CIT GROUP/BUSINESS CREDIT, INC., a New York corporation
("CITBC"), and amends that certain Financing Agreement, dated September 21, 1994 (as the same is in effect immediately prior to the effectiveness
of this Amendment, the "Existing Financing Agreement" and as the same may be amended, supplemented or modified and in effect from time to time, the
"Financing Agreement"), by and between the Borrower and CITBC. Capitalized terms used and not otherwise defined in this Amendment shall have the same
meanings in this Amendment as set forth in the Financing Agreement.

RECITAL

The
Borrower has requested that CITBC amend various provisions of the Existing Financing Agreement, and CITBC is willing to agree to so amend the Existing Financing Agreement on the
terms and subject to the conditions set forth below.

AGREEMENT

NOW,
THEREFORE, in consideration of the foregoing, the mutual covenants and agreements set forth below and other good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the parties agree as follows:

SECTION
1.Amendments.On the terms of this Amendment and subject to the satisfaction of the conditions
precedent set forth below in Section 2, CITBC and the Borrower hereby agree as follows:



SECTION
2.Conditions to Effectiveness.The amendments set forth in Section 1 of this Amendment shall
become effective only going forward upon the satisfaction of all of the following conditions precedent (the date of satisfaction of all such conditions being referred to as the
"Amendment Effective Date"):



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SECTION
3.Representations and Warranties.In order to induce CITBC to enter into this Amendment and to amend
the Existing Financing Agreement in the manner provided in this Amendment, the Borrower represents and warrants to CITBC as of the Amendment Effective Date as follows:



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SECTION
4.Miscellaneous.



IN
WITNESS WHEREOF, the parties hereto have duly executed this Amendment as of the date first above written.

| |  | SHARPER IMAGE CORPORATION, a Delaware corporation          
| |  | -----------------------------------------------------------
| |  |                                                            
| |  | By:                                                        
| |  | Name:                                                      
| |  | Title:                                                     
| |  | By:                                                        
| |  | Name:                                                      
| |  | Title:                                                     
| |  |                                                            
| |  | THE CIT GROUP/BUSINESS CREDIT, INC., a New York Corporation
| |  |                                                            
| |  | By:                                                        
| |  | Name:                                                      
| |  | Title:                                                     

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