COMARCO INC
SIXTH AMENDMENT TO LOAN AGREEMENT
<DOCUMENT>
<TYPE>EX-10.28
<SEQUENCE>3
<FILENAME>ex10-28_23621.txt
<DESCRIPTION>SIXTH AMENDMENT TO LOAN AGREEMENT
<TEXT>



                                                                   Exhibit 10.28


                        SIXTH AMENDMENT TO LOAN AGREEMENT

     THIS SIXTH  AMENDMENT TO LOAN AGREEMENT (this  "Agreement")  made this 30th
day of June, 2000 by and among (i) COMARCO,  INC., a California corporation (the
"Borrower"),  (ii) COMARCO WIRELESS TECHNOLOGIES,  INC., a Delaware corporation,
(iii) COMARCO  WIRELESS  INTERNATIONAL,  INC.  ("CWI"),  a Delaware  corporation
(individually called a "Guarantor" and collectively,  the "Guarantors") and BANK
OF AMERICA,  N.A., a national  banking  association,  its successors and assigns
(formerly known as NATIONSBANK, N.A.) (the "Lender" or the "Bank").

                                    RECITALS

     A. The Borrower,  the Original  Guarantors and the Lender have entered into
that  certain  Loan  Agreement  dated  September  26, 1994 (the  "Original  Loan
Agreement"),  which  Original  Loan  Agreement was amended by that certain First
Amendment to Loan Agreement dated September 26, 1995, by and among the Borrower,
the Original  Guarantors  and the Lender,  and which Original Loan Agreement was
further amended by that certain Second  Amendment to Loan Agreement dated August
30, 1996 by and among the Borrower, the Original Guarantors,  MTTCI, CSI and the
Lender.  Comarco  Systems and CWI were added as  guarantors to the Original Loan
Agreement pursuant to that certain Third Amendment to Loan Agreement dated as of
August 15, 1997 by and among the Borrower,  the Guarantors  and the Lender.  The
Original  Loan  Agreement  was amended by that certain  Fourth  Amendment  dated
August  21,  1998 (the  "Fourth  Amendment"),  by and among  the  Borrower,  the
Guarantors and the Lender. The Original Loan Agreement was again amended by that
certain Fifth  Amendment  dated October

<PAGE>


30, 1998 by and among the Borrower, the Guarantors and the Lender. (The Original
Loan Agreement, as thereafter amended from time to time, is hereafter called the
"Loan Agreement").

     B. The Borrower and the  Guarantors  have  requested that the Lender extend
the  maturity  date of the  Master  Line of Credit  for one year (1) and  modify
certain  provisions of the Loan Agreement and release  certain of the Guarantors
from any liability under their guaranties,  and the Lender has agreed subject to
the terms of this Agreement.

     C. All capitalized  terms used herein and not otherwise  defined shall have
the meanings given to such terms in the Loan Agreement.

     NOW,  THEREFORE,  in consideration of the premises,  the mutual  agreements
herein  contained,  and other good and valuable  consideration,  the receipt and
sufficiency of which are hereby acknowledged,  the Borrower,  the Guarantors and
the Lender hereby agree as follows:

     1.  Recitals.  The  parties  hereto  acknowledge  and agree  that the above
Recitals are true and correct in all respect and that the same are  incorporated
herein and made a part hereof by reference.

     2.  Definitions.  The definition of "Master Line of Credit Expiration Date"
in Article I of the Loan  Agreement  is amended and  restated in its entirety as
follows

         "Master Line of Credit Commitment Expiration Date" shall mean  July 30,
         2001.

     3. Release of Certain  Guarantors.  Lender  hereby  releases  INTERNATIONAL
BUSINESS  SERVICES,  INC.,  a District of Columbia  corporation,  DECISIONS  AND
DESIGNS,  INC, a  Virginia  corporation,  LCTI,  INC.,  a Maryland  corporation,
COMARCO SYSTEMS, INC., COMARCO STAFFING, INC., MANUFACTURING TECHNOLOGY TRAINING
CENTER, INC., all California  corporations (the "Released Parties") from any and
all obligations, or liabilities of any nature whatsoever, at law or in equity or
by statute,  arising


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<PAGE>


out of the Guaranties previously delivered by the Released Parties to the Lender
in connection with the Original Loan.

     4.  Financial  Covenants.   From  and  after  the  effective  date  hereof,
paragraphs 3 and 5 of Article VII of the Loan  Agreement are hereby  amended and
restated in their entirety as follows:

          3. Maximum Total Liabilities to Tangible Net Worth. The Borrower shall
     maintain a ratio of Total  Liabilities to Tangible Net Worth of not greater
     than  2.0 to 1.0,  as  measured  on the  last  day of each  fiscal  quarter
     throughout  the term of this  Agreement.  For purposes of this Article VII,
     "Total Liabilities" shall mean all liabilities of the Borrower,  including,
     without limitation,  Capitalized Leases and "Tangible Net Worth" shall mean
     all capital stock,  paid in capital and retained  earnings of the Borrower,
     less all treasury stock, amounts due from officers, directors, stockholders
     of the  Borrower,  including  any such  amounts due from  members of any of
     their immediate families,  amounts due from any affiliates of the Borrower,
     investments in non-marketable securities or affiliated companies, leasehold
     improvements,  goodwill,  non-compete agreements,  capitalized organization
     and development  expenses,  loan costs,  patents,  trademarks,  copyrights,
     franchise,  licenses,  net assets  available for sale and other  intangible
     assets.

          5. Fixed Charge  Coverage  Ratio.  The Borrower shall maintain a Fixed
     Charge Coverage Ratio of not less than 1.1 to 1.0,  calculated and measured
     quarterly  (computed  on a  cumulative  quarter  basis  beginning  with the
     quarter  ending  4/30/2000).  For  purposes of this Article VII, the "Fixed
     Charge  Coverage  Ratio"  shall be the  quotient of net income  after taxes
     (excluding  all  gains  on the  sale of  assets,  securities  gains,  asset
     write-ups  and  other   extraordinary   gains),   plus   Depreciation   and
     Amortization,  divided by Current  Maturities of Long Term Debt,  including
     Capitalized Leases, plus Scheduled Principal Payments on Subordinated Debt,
     plus Capital Expenditures,  plus stock repurchases, less cash received from
     options exercised by the Borrower.  The above calculation shall be based on
     continuing   operations   only  and  exclude  net  income   (losses)   from
     discontinued operations.

     4. Conditions Precedent.  This Agreement shall become effective on the date
the Lender receives the following documents, each of which shall be satisfactory
in form and substance to the Lender:

          (a) The "Fifth  Replacement Master Line of Credit Note (as hereinafter
     defined);


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<PAGE>


          (b) Proof that the  Borrower  has paid all costs and  expenses  to the
     Lender in connection with this Agreement,  including but not limited to all
     the Lender's attorneys fees; and

          (c)  Such  other  information,   instruments,   opinions,   documents,
     certificates and reports as the Lender may deem necessary.

     5. The Master  Line of Credit  Note.  From and after the date  hereto,  all
references in the Loan  Agreement to the "Master Line of Credit Note" shall mean
that certain Fifth Amended and Restated  Master Line of Credit Note of even date
herewith (the "Fifth  Replacement Master Line of Credit Note") from the Borrower
in favor of the Lender in the maximum  principal  amount of Ten Million  Dollars
($10,000,000) in the form of Exhibit B-1 attached hereto.  The Fifth Replacement
Master Line of Credit Note amends and  restates  in its  entirety  that  certain
Fourth  Amended and  Restated  Master Line of Credit Note dated  August 21, 1998
(the "Fourth Replacement Master Line of Credit Note") from the Borrower in favor
of  the  Lender  in  the  maximum   principal  amount  of  Ten  Million  Dollars
($10,000,000).  The  Borrower  and the Lender  agree that the  execution of this
Agreement  is not  intended  and shall not  cause or result in a  novation  with
regard  to the  Fourth  Replacement  Master  Line  of  Credit  Note.  The  Fifth
Replacement Master Line of Credit Note shall not operate as a novation of any of
the sums due or owing  under the Fourth  Master  Line of Credit Note or nullify,
discharge,  or release  any sums due or owing  under the Fourth  Master  Line of
Credit Note or the continuing contractual  relationship of the parties hereto in
accordance with the provisions of this Agreement.

     6.  Replacement  Exhibit.  Exhibit  "B-1"  to the Loan  Agreement  is being
replaced in its entirety with Exhibit "B-1" attached hereto.  The Borrower shall
execute  and  deliver  to the Lender on the date  hereof  the Fifth  Replacement
Master  Line of Credit Note in  substitution  for and not  satisfaction  of, the
Fourth  Replacement Master Line of Credit Note, and the Fifth


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<PAGE>


Replacement  Master Note shall be the "Note" or "Notes" for all  purposes of the
Loan Documents.

     7. Counterparts.  This Agreement may be executed in any number of duplicate
originals or counterparts, each of which duplicate original or counterpart shall
be deemed to be an original and all taken together shall  constitute one and the
same instrument.

     8. Loan  Documents;  Governing  Law; Etc. This Agreement is one of the Loan
Documents  defined in the Loan  Agreement and shall be governed and construed in
accordance  with the laws of the  Commonwealth  of  Virginia.  The  headings and
captions in this  Agreement are for the  convenience of the parties only and are
not a part of this Agreement.

     9.  Acknowledgments.  The Borrower and the Guarantors hereby confirm to the
Lender  the  enforceability  and  validity  of each of the  Loan  Documents.  In
addition,  the Borrower and each of the Guarantors hereby agree to the execution
and  delivery  of this  Agreement  and the terms and  provisions,  covenants  or
agreements contained in this Agreement shall not in any manner release,  impair,
lessen,  modify,  waive or otherwise  limit the liability and obligations of the
Borrower or any of the Guarantors  under the terms of any of the Loan Documents,
except as otherwise  specifically set forth in this Agreement.  The Borrower and
each Guarantor  hereby issue,  remake,  ratify and confirm the  representations,
warranties and covenants contained in the Loan Documents.

     10. Modifications. This Agreement may not be supplemented, changed, waived,
discharged,  terminated,  modified  or  amended,  except by  written  instrument
executed by the parties.

                       [SIGNATURES ARE ON FOLLOWING PAGES]


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<PAGE>


     IN WITNESS  WHEREOF,  the parties have caused this Agreement to be executed
and delivered under seal by their duly authorized  representative as of the date
and year first written above.

                                        THE BORROWER:

WITNESS/ATTEST                          COMARCO, INC.

______________________                  By:  _____________________________(SEAL)
                                             Name:
                                             Title:


                                        THE GUARANTORS:

WITNESS/ATTEST:                         COMARCO WIRELESS TECHNOLOGIES, INC.

______________________                  By:  _____________________________(SEAL)
                                             Name:
                                             Title:


WITNESS/ATTEST:                         COMARCO WIRELESS INTERNATIONAL, INC.

______________________                  By:  _____________________________(SEAL)
                                             Name:
                                             Title:


                                        THE LENDER:

WITNESS:                                BANK OF AMERICA, N.A.

______________________                  By:  _____________________________(SEAL)
                                             Elaine T. Eaton
                                             Senior Vice President


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</TEXT>
</DOCUMENT>
