WAIVER AND SIXTH AMENDMENT TO LOAN AND SECURITY AGREEMENT

Exhibit 10.28

WAIVER AND SIXTH AMENDMENT TO

LOAN AND SECURITY AGREEMENT

THIS WAIVER AND SIXTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Agreement”) is made and entered into as of the 13 ^th day of March, 2006, among FCC, LLC, d/b/a First Capital , a Florida limited liability company (“Lender”), DATREK PROFESSIONAL BAGS, INC. , a Florida corporation formerly known as Datrek Acquisition, Inc. (“Datrek”), and MILLER GOLF COMPANY , a Florida corporation formerly known as Miller Acquisition, Inc. (“Miller”; Datrek and Miller are referred to herein individually as a “Borrower” and collectively as the “Borrowers”).

WITNESSETH :

WHEREAS, Borrowers and Lender are parties to that certain Loan and Security Agreement dated as of October 15, 2004 (as amended, restated, modified or supplemented from time to time, the “Loan Agreement”); and

WHEREAS, Borrowers are in default of the change of control, fixed charge coverage and maximum salary covenants set forth in the Loan Agreement, and Borrowers have requested that Lender waive such defaults; and

WHEREAS, Lender has agreed to grant such waivers on the terms and conditions set forth herein; and

WHEREAS, Borrowers and Lender desire to amend the Loan Agreement on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the foregoing premises, and other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

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

2. Borrowers hereby acknowledge and agree that Borrowers are in default under (a)  Section 6 of the Loan Agreement and Item 21 of the Schedule to the Loan Agreement as a result of Borrowers’ failure to comply with the financial covenant described therein (the “Fixed Charge Coverage Covenant”) for each fiscal month of 2005, (b)  Section 8(h) of the Loan Agreement and Item 24 of the Schedule to the Loan Agreement as a result of the payment of total compensation to Borrower’s officers and directors in excess of the limits set forth therein for Borrowers’ 2005 fiscal year (the “Salary Covenant”), and (c)  Section 13(a)(xviii) of the Loan Agreement due to the fact that SVCH no longer owns, directly or indirectly, any of the capital stock of the Parent or any Borrower (the “Change of Control Covenant”; the foregoing violations of the Fixed Charge Coverage Covenant, the Salary Covenant and the Change of Control Covenant are collectively referred to as the “Existing Defaults”). Lender hereby waives the Existing Defaults. Lender reserves its rights and remedies with respect to any other Default, including any violation of the Fixed Charge Coverage Covenant for any fiscal month of Borrowers other than any fiscal month of 2005, any violation of the Salary Covenant for any fiscal year other than 2005 and any violation of the Change of Control Covenant, as amended by this Agreement.

3. SVCH has, prior to the date hereof, transferred all of its rights and obligations under the Securities Purchase Agreement and all of its rights to the outstanding capital stock of Parent and Borrowers to Stanford International Bank Limited (“Stanford”). Each reference in the Loan Agreement to “Stanford Venture Capital Holdings, Inc.” and “SVCH” is hereby amended to refer to “Stanford International Bank Limited” and “Stanford”, respectively. The effectiveness of this Agreement is conditioned upon Lender’s receipt of a Support Agreement and a subordination agreement from Stanford in form and substance acceptable to Lender in its discretion.

4. The Loan Agreement is amended by deleting clause (g) of the definition of “Eligible Inventory” set forth in Section 1 and inserting the following in lieu thereof:

(g) it is in the applicable Borrower’s possession and control situated at a location disclosed to Lender in compliance with this Agreement, Borrowers’ books reflect the Inventory, the Inventory is insured to the full value thereof, and the insurance policy lists Lender as loss payee; provided , however, that Lender will make loan advances of up to $500,000 against Inventory which is in-transit so long as such in-transit Inventory is covered by insurance to the full value thereof, Lender is the loss payee with respect to such insurance and such in-transit Inventory otherwise constitutes Eligible Inventory;

5. The Loan Agreement is amended by deleting Section 8(h) and inserting the following in lieu thereof:

(h) Compensation . The total salary (excluding bonuses and other incentive compensation) paid to the Chief Executive Officer, Chief Financial Officer and the Chief Operating Officer of each Borrower (or, in each case, any officer or employee performing a similar role with a different title), whether directly or indirectly, in money or otherwise, during any fiscal year of such Borrower during the term of this Agreement shall not exceed, in the aggregate, the amount specified in Item 24 of the Schedule .

6. The Loan Agreement is amended by deleting Item 1 of the Schedule to the Loan Agreement and inserting the following in lieu thereof:

“Borrowing Base” means, at any time, an amount equal to:

minus

7. The Loan Agreement is amended by deleting Item 2 of the Schedule to the Loan Agreement and inserting the following in lieu thereof:

(a) Accounts Age: Any Account (other than Eligible Dating Accounts, as defined below, which shall not be ineligible under this clause (a)) with respect to which more than 150 days have elapsed since the date of the original invoice therefor or which is more than 30 days past due shall not constitute an Eligible Account.

“Eligible Dating Account” means an Account (i) with respect to which not more than 150 days have elapsed since the date of the original invoice therefor, (ii) which is not more than 30 days past due, and (iii) with respect to which the invoice clearly identifies the payment terms, which shall require payment in full within 150 days of the invoice date.

Borrowers acknowledge and agree that Eligible Dating Accounts may not be included in the borrowing base to the extent that such Accounts exceed, in the aggregate, the lesser of (i) $3,000,000, and (ii) 50% of the dollar amount of total Eligible Accounts. Additionally, Eligible Dating Accounts shall not constitute “Eligible Accounts” and shall not be included in the borrowing base during the months of June, July or August of any calendar year.

8. The Loan Agreement is amended by deleting Item 7 of the Schedule to the Loan Agreement and inserting the following in lieu thereof:

This Agreement will terminate on October 15, 2009; provided , however, that this Agreement will be renewed for succeeding one-year periods thereafter unless written notice of termination is provided by Borrowers’ Agent to Lender or by Lender to Borrowers’ Agent at least 60 days prior to the then-effective termination date.

9. The Loan Agreement is amended by deleting Item 8 o