MODIFICATION AGREEMENT

EXHIBIT 10.28

MODIFICATION AGREEMENT

DATE:				February 26, 2007
PARTIES:		Borrower				MOBILITY ELECTRONICS, INC., a Delaware corporation
		Lender:				JPMORGAN CHASE BANK, N.A.,

RECITALS

     A. The Lender has extended to Borrower credit facilities (“Loan”) in the maximum aggregate principal amount of $10,000,000.00 pursuant to the Credit Agreement dated July 27, 2006 (“Credit Agreement”) between the Borrower and the Lender, and evidenced by the Note dated July 27, 2006 (“Note”). The aggregate unpaid principal of the Loan as of the date hereof is $0. All undefined capitalized terms used herein shall have the meaning given them in the Credit Agreement.

     B. The Loan is secured by the Security Documents.

     C. Continuing Guarantees of even date with the Note guaranteeing repayment of the Loan (together, the “Guarantee Agreements”) were executed and delivered for the benefit of the Lender by iGo Direct Corporation, a Delaware corporation, Mobility California, Inc., a Delaware corporation, Mobility Idaho, Inc., a Delaware corporation, and Mobility Texas, Inc., a Texas corporation (collectively, the “Guarantors”).

     D. Borrower has requested that the Lender modify the Credit Documents as provided herein. The Lender is willing to so modify the Credit Documents, subject to the terms and conditions herein.

AGREEMENT

     For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower and Lender agree as follows:

SECTION 1. ACCURACY OF RECITALS.

     Borrower acknowledges the accuracy of the Recitals.

SECTION 2. MODIFICATION OF CREDIT DOCUMENTS.

     2.1 That Pledge and Security Agreement dated as of July 27, 2006 (the “Security Agreement”) between Borrower and Lender is hereby amended as follows:

     (a) The following definitions in Section 2.1 of the Security Agreement are hereby amended to read as follows:

     “Collateral” means, other than the Assets set forth on Exhibit “C” attached hereto, all Accounts, Chattel Paper, Documents, Equipment, Farm Products, Fixtures, General Intangibles excluding Assigned Patents (as herein defined), Instruments, Inventory, Investment Property, Pledged Deposits, and Other Collateral, wherever located, in which the Debtor now has or hereafter acquires any right or interest, and the proceeds (including Stock Rights), insurance proceeds and products thereof, together with all books and records, customer lists, credit files, computer files, programs, printouts and other computer materials and records related thereto.

     “General Intangibles” shall have the meaning set forth in Article 9 of the Arizona UCC, excluding the Assigned Patents.

     “Other Collateral” means any property of the Debtor, other than real estate and the Assigned Patents, not included within the defined terms Accounts, Chattel Paper, Documents, Equipment, Farm Products, Fixtures, General Intangibles, Instruments, Inventory, Investment Property, and Pledged Deposits, including, without limitation, all cash on hand, letter-of-credit rights, letters of credit, Stock Rights and Deposit Accounts or other deposits (general or special, time or demand, provisional or final) with any bank or other financial institution, it being intended that the Collateral include all property of the Debtor other than real estate and the Assigned Patents.

     (b) Section 2.1 of the Security Agreement is hereby amended by the addition of the following definition:

     “Assigned Patents” means those patents listed on Exhibit “B” attached hereto.

SECTION 3. RATIFICATION OF CREDIT DOCUMENTS AND COLLATERAL.

     The Credit Documents are ratified and affirmed by Borrower and shall remain in full force and effect as modified herein. Any property or rights to or interests in property granted as security in the Credit Documents shall remain as security for the Loan and the obligations of Borrower in the Credit Documents.

SECTION 4. BORROWER REPRESENTATIONS AND WARRANTIES.

     Borrower represents and warrants to the Lender:

     4.1 No default or event of default under any of the Credit Documents as modified herein, nor any event, that, with the giving of notice or the passage of time or both, would be a default or an event of default under the Credit Documents as modified herein has occurred and is continuing.

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     4.2 There has been no material adverse change in the financial condition of Borrower or any other person whose financial statement has been delivered to the Lender in connection with the Loan from the most recent financial statement received by the Lender.

     4.3 Each and all representations and warranties of Borrower in the Credit Documents are accurate on the date hereof.

     4.4 Borrower has no claims, counterclaims, defenses, or set-offs with respect to the Loan or the Credit Documents as modified herein.

     4.5 The Credit Documents as modified herein are the legal, valid, and binding obligation of Borrower, enforceable against Borrower in accordance with their terms, subject to or limited by bankruptcy, insolvency, reorganization, arrangement, moratorium, or other similar laws relating to or affecting the rights of creditors generally.

     4.6 Borrower is validly existing under the laws of the State of its formation or organization and has the requisite power and authority to execute and deliver this Agreement and to perform the Credit Documents as modified herein. The execution and delivery of this Agreement and the performance of the Credit Documents as modified herein have been duly authorized by all requisite action by or on behalf of Borrower. This Agreement has been duly executed and delivered on behalf of Borrower.

SECTION 5. BORROWER COVENANTS.

     Borrower covenants with the Lender:

     5.1 Borrower shall execute, deliver, and provide to the Lender such additional agreements, documents, and instruments as reasonably required by the Lender to effectuate the intent of this Agreement.

     5.2 Borrower fully, finally, and absolutely and forever releases and discharges the Lender and its present and former directors, shareholders, officers, employees, agents, representatives, successors and assigns, and their separate and respective heirs, personal representatives, successors and assigns, from any and all actions, causes of action, claims, debts, damages, demands, liabilities, obligations, and suits, of whatever kind or nature, in law or equity of Borrower, whether now known or unknown to Borrower, and whether contingent or matured, (i) in respect of the Loan, the Credit Documents, or the actions or omissions of the Lender in respect of the Loan or the Credit Documents and (ii) arising from events occurring prior to the date of this Agreement.

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SECTION 6. CONDITIONS PRECEDENT.

     The agreements of the Lender and the modifications contained herein shall not be binding upon the Lender until the Lender has received, at Borrower’s expense, all of the following, all of which shall be in form and content satisfactory to the Lender and shall be subject to approval by the Lender:

     6.1 An original of this Agreement fully executed by the Borrower and the Guarantors;

     6.2 Such other documents as the Lender may reasonably request;

     6.3 Such resolutions or authorizations and such other documents as the Lender may require relating to the existence and good standing of the Borrower, and the authority of any person executing this Agreement or other documents on behalf of the Borrower; and

     6.4 Payment of all the internal and external costs and expenses incurred by the Lender in connection with this Agreement (including, without limitation, inside and outside attorneys, appraisal, appraisal review, processing, title, filing, and recording costs, expenses, and fees).

SECTION 7. INTEGRATION, ENTIRE AGREEMENT, CHANGE, DISCHARGE, TERMINATION, OR WAIVER.

     The Credit Documents as modified herein contain the complete understanding and agreement of Borrower and the Lender in respect of the Loan and supersede all prior representations, warranties, agreements, arrangements, understandings, and negotiations. No provision of the Credit Documents as modified herein may be changed, discharged, supplemented, terminated, or waived except in a writing signed by the parties thereto.

SECTION 8. BINDING EFFECT.

     The Credit Documents as modified herein shall be binding upon and shall inure to the benefit of Borrower and the Lender and their successors and assigns and the executors, legal administrators, personal representatives, heirs, devisees, and beneficiaries of Borrower, provided, however, Borrower may not assign any of its right or delegate any of its obligation under the Credit Documents and any purported assignment or delegation shall be void.

SECTION 9. CHOICE OF LAW.

     This Agreement shall be governed by and construed in accordance with the laws of the State of Arizona, without giving effect to conflicts of law principles

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SECTION 10. COUNTERPART EXECUTION.

     This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same document. Signature pages may be detached from the counterparts and attached to a single copy of this Agreement to physically form one document.

     DATED as of the date first above stated.

	MOBILITY ELECTRONICS, INC., a Delaware corporation
	By:	/s/ Xxxx X. Xxxxxxxxx
	Name:	Xxxx X. Xxxxxxxxx
	Title:	EVP & CFO

	JPMORGAN CHASE BANK, N.A.
	By:	/s/ Xxxxxx X. Xxxxxxxx
	Name:	Xxxxxx X. Xxxxxxxx
	Title:	Senior Vice President

LENDER

CONSENT AND AGREEMENT OF GUARANTORS

     With respect to the Modification Agreement, dated February 26, 2007 (“Agreement”), between MOBILITY ELECTRONICS, INC., a Delaware corporation, (“Borrower”), and JPMORGAN CHASE BANK, N.A., a national banking association (“Lender”), the undersigned (individually and, if more than one, collectively “Guarantor”) agrees for the benefit of Lender as follows:

     1. Guarantor acknowledges (i) receiving a copy of and reading the Agreement, (ii) the accuracy of the Recitals in the Agreement, and (iii) the effectiveness of (A) the Guarantee Agreements as modified herein, and (B) any other agreements, documents, or instruments securing or otherwise relating to such guarantees, as modified herein. The Guarantee Agreements and such other agreements, documents, and instruments, as modified herein, are referred to individually and collectively as the “Guarantor Documents.”

     2. Guarantor consents to the modification of the Credit Documents and all other matters in the Agreement.

     3. Guarantor fully, finally, and forever releases and discharges Lender and its successors, assigns, directors, officers, employees, agents, and representatives from any and all actions, causes of action, claims, debts, demands, liabilities, obligations, and suits of whatever kind or nature, in law or equity, that Guarantor has or in the future may have, whether known or unknown, (i) in respect of the Loan, the Credit Documents, the Guarantor Documents, or the actions or omissions of the Lender in respect of the Loan, the Credit Documents, or the Guarantor Documents and (ii) arising from events occurring prior to the date hereof.

     4. Guarantor agrees that all references, if any, to the Note, the Credit Agreement, the Security Documents, and the Credit Documents in the Guarantor Documents shall be deemed to refer to such agreements, documents, and instruments as modified by the Agreement.

     5. Guarantor reaffirms the Guarantor Documents and agrees that the Guarantor Documents continue in full force and effect and remain unchanged, except as specifically modified by this Consent and Agreement of Guarantors. Any property or rights to or interests in property granted as security in the Guarantor Documents shall remain as security for the Guarantee Agreements and the obligations of Guarantor in such guarantees.

     6. Guarantor agrees that the Credit Documents, as modified by the Agreement, and the Guarantor Documents, as modified by this Consent and Agreement of Guarantors, are the legal, valid, and binding obligations of Borrower and the undersigned, respectively, enforceable in accordance with their terms against Borrower and the undersigned, respectively.

     7. Guarantor agrees that Guarantor has no claims, counterclaims, defenses, or offsets with respect to the enforcement against Guarantor of the Guarantor Documents.

     8. Guarantor represents and warrants that there has been no material adverse change in the financial condition of any Guarantor from the most recent financial statement received by the Lender.

     9. Guarantor agrees that this Consent and Agreement of Guarantors may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same document. Signature and acknowledgement pages may be detached from the counterparts and attached to a single copy of this Consent and Agreement of Guarantors to physically form one document.

     DATED as of the date of the Agreement.

	IGO DIRECT CORPORATION, a Delaware corporation
	By:	/s/ Xxxx X. Xxxxxxxxx
	Name:	Xxxx X. Xxxxxxxxx
	Title:	VP & CFO

	MOBILITY CALIFORNIA, INC., a Delaware corporation
	By:	/s/ Xxxx X. Xxxxxxxxx
	Name:	Xxxx X. Xxxxxxxxx
	Title:	VP & CFO

	MOBILITY IDAHO, INC., a Delaware corporation
	By:	/s/ Xxxx X. Xxxxxxxxx
	Name:	Xxxx X. Xxxxxxxxx
	Title:	VP & CFO

	MOBILITY TEXAS, INC., a Texas corporation
	By:	/s/ Xxxx X. Xxxxxxxxx
	Name:	Xxxx X. Xxxxxxxxx
	Title:	VP & CFO

GUARANTORS

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EXHIBIT “B”

ASSIGNED PATENTS

Patent or
Application No.		Country		Filing Date		Title of Patent and First Named Inventor
5,838,539		US		11/8/95		Docking Module for Portable Computer
						Xxxxxxx Xxxx
5,781,747		US		11/14/95		Method and Apparatus for Extending the Signal Path of a Peripheral Component Interconnect Bus to a Remote Location (MAGMA)
						Xxxx Xxxxx
5,696,667		US		4/15/96		Backplane for high Speed Data processing System
						Xxxxxx X. Xxxxxxx
AU9724588		AU		04/11/1997		Backplane for high Speed Data processing System
						Xxxxxx X. Xxxxxxx
5,941,965		US		7/12/96		Universal Docking Station
						Xxxx X. Xxxxx
6,205,201		US		6/16/97		Telephone Line Testing Device
						Xxxx X. Xxxxxx
5,930,119		US		2/26/98		Backplane Having Reduced LC Product
						Xxxxxx X. Xxxxxxx
IL138053		IL		02/24/1999		Backplane having reduced LC product
						Xxxxxx X. Xxxxxxx
KR2000709524		KR		02/24/1999		Backplane having reduced LC product
						Xxxxxx X. Xxxxxxx
JP2000534033		JP		02/24/1999		Backplane having reduced LC product
						Xxxxxx X. Xxxxxxx
6,093,039		US		8/6/98		Docking Device for a Portable Computer
						Xxxxxxx Xxxx
6,256,691		US		1/11/00		Universal Docking Station (Xxxxx #2)
Pending Applications
09/706,147		US		11/2/00		Telephone Handset Switching Method and Apparatus
11/472,025		US		6/22/06		High Speed PCIe Connector Having Differential Pair Pin Assignments
PCT/US97/06113		WO		04/11/1997		Backplane for high speed data processing system
						Xxxxxx X. Xxxxxxx

Patent or
Application No.		Country		Filing Date		Title of Patent and First Named Inventor
EP97920374		EP		04/11/1997		Backplane for high Speed Data processing System
						Xxxxxx X. Xxxxxxx
60/017,725		US		05/16/1996		Universal docking station
						Xxxx X. Xxxxx
09/217,110		US		12/21/1998		Universal docking station
						Xxxx X. Xxxxx
09/877,562		US		06/08/2001		Universal docking station
						Xxxx X. Xxxxx
09/060,548		US		04/15/1998		Telephone line testing device and equipment protector
PCT/US98/12451		WO		06/15/1998		Telephone line testing device and equipment protector
						Xxxxxxx Xxxx Xxxxxx
PCT/US99/03953		WO		02/24/1999		Backplane having reduced LC product
						Xxxxxx X. Xxxxxxx
CA2322151		CA		02/24/1999		Backplane having reduced LC product
						Xxxxxx X. Xxxxxxx
AU19990033097		AU		02/24/1999		Backplane having reduced LC product
						Xxxxxx X. Xxxxxxx
EP19990936158		EP		02/24/1999		Backplane having reduced LC product
						Xxxxxx X. Xxxxxxx

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EXHIBIT “C”

ASSETS

ALL ASSETS OF BORROWER’S HANDHELD CRADLE BUSINESS AS ATTACHED
HERETO AS SCHEDULE 1.

ALL ASSETS OF BORROWER’S EXPANSION AND DOCKING BUSINESS AS
ATTACHED HERETO AS SCHEDULE 2.

SCHEDULE 1

HANDHELD CRADLE ASSETS

SCHEDULE 2

EXPANSION AND DOCKING ASSETS