UNITED STATES SECURITIES AND EXCHANGE
COMMISSION


WASHINGTON,
DC 20549





FORM 10-K/A


Amendment
No. 1




þ
            Annual Report Pursuant to
      Section 13 or 15(d) of the Securities Exchange Act of
      1934For the Fiscal Year Ended
      September 30, 2008


OR


o
            Transition Report Pursuant to
      Section 13 or 15(d) of the Securities Exchange Act of
      1934




COMMISSION FILE NUMBER:
000-28052


_________________________________





EN POINTE TECHNOLOGIES,
INC.


(EXACT
NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)




DELAWARE
            
            75-2467002(State
      or other jurisdiction of incorporation or
            
            (I.R.S.
      Employer Identification No.)organization)




18701 S. FIGUEROA STREET, GARDENA,
CALIFORNIA 90248


(310) 337-5200


_________________________________




Securities
registered pursuant to Section 12(b) of the Act:


Common
Stock, par value $0.001 per share Nasdaq Capital Market


Securities
registered pursuant to Section 12(g) of the Act:


None


__________________________________




Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.


Yes o No þ




Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.


Yes o No þ




Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes þ No o




Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. þ




Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company.
See definition of “accelerated filer and large accelerated filer” in Rule 12b-2
of the Exchange Act. (Check one):




Large accelerated
filer o        Accelerated
filer        
               o
 Non-accelerated
filer   o                   
Smaller Reporting Company    þ






Indicate
by check mark whether the Registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes o No þ




The
aggregate market value of the voting stock held by non-affiliates of the
Registrant, based upon the closing sales price of the Common Stock as of March
31, 2008, was approximately $13,203,209.  Th e number
of outstanding shares of the Registrant’s Common Stock as of December 23, 2008
was 7,182,643.




DOCUMENTS
INCORPORATED BY REFERENCE





















EN POINTE TECHNOLOGIES,
INC.


YEAR ENDED SEPTEMBER 30,
2008




Table of
Contents


EXPLANATORY NOTE
                                                                  
                                                                  1PART IIIITEM
      10.
                                                                  
                                                                  DIRECTORS, EXECUTIVE
      OFFICERS AND CORPORATE GOVERNANCE
                                                                  
                                                                  2ITEM
      11.
                                                                  
                                                                  EXECUTIVE COMPENSATION
                                                                  
                                                                  5ITEM
      12.
                                                                  
                                                                  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
      OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
                                                                  
                                                                  12ITEM
      13.
                                                                  
                                                                  CERTAIN RELATIONSHIPS AND RELATED
      TRANSACTIONS, AND DIRECTOR INDEPENDENCE
                                                                  
                                                                  14ITEM
      14.
                                                                  
                                                                  PRINCIPAL ACCOUNTANT FEES AND
      SERVICES
                                                                  
                                                                  16PART IVITEM
      15
                                                                  
                                                                  EXHIBITS AND FINANCIAL STATEMENT
      SCHEDULES
                                                                  
                                                                  17EXHIBIT
      31.1EXHIBIT
      31.2EXHIBIT
      32.1














EXPLANATORY NOTE
  This
Amendment No. 1 on Form 10-K/A (this “Amendment”) amends En Pointe Technologies,
Inc.’s (the “Company”) Annual Report on Form 10-K for the fiscal year ended
September 30, 2008, originally filed on December 29, 2008 (the “Original
Filing”). The Company is filing this Amendment to include the information
required by Part III and not included in the Original Filing as it will not file
its definitive proxy statement within 120 days of the end of the Company’s
fiscal year ended September 30, 2008. Solely for this reason, the Company is
filing certifications required under Section 302 of the Sarbanes-Oxley Act of
2002. Except as set forth above, this Amendment does not alter or restate any of
the information set forth in the Original Filing.  This Amendment does
not reflect events occurring after December 29, 2008, the date of the Original
Filing, or modify or update those disclosures that may have been affected by
subsequent events.
   - 1
-




PART
III




ITEM
10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE




Directors
  The
Company has seven (7) members serving on its Board of
Directors.  Directors are elected at each annual stockholders’ meeting
to hold office until the next annual meeting or until their successors are
elected and have qualified.  The directors’ names, their ages, the
year in which each first became a director of the Company and their principal
occupations or employment during at least the past five years are as follows
:
 DirectorName
                            
                            Age
                            
                            Since
                            
                            PositionMansoor
      S. Shah (1) (2) (3)
                            
                            60
                            
                            2003
                            
                            Chairman
      of the BoardAttiazaz
      (“Bob”) Din
                            
                            56
                            
                            1993
                            
                            Director,
      President and Chief Executive OfficerNaureen
      Din
                            
                            54
                            
                            1993
                            
                            Director
      and Assistant SecretaryZubair
      Ahmed (1)
                            
                            56
                            
                            1994
                            
                            DirectorMark
      Briggs
                            
                            52
                            
                            1998
                            
                            DirectorEdward
      O. Hunter (2) (3)
                            
                            61
                            
                            2003
                            
                            DirectorTimothy
      J. Lilligren (1)(2) (3)
                            
                            55
                            
                            2003
                            
                            Director
  (1)
              
              Member
      of Nominating Committee.(2)
              
              Member
      of Audit Committee.(3)
              
              Member
      of Compensation Committee.
  MANSOOR S.
SHAH has been a director of the Company since December 2003. Since March 2006,
Dr. Shah has served as the Chairman of the Board. Dr. Shah is a full-time
practicing physician. Since 1978, Dr. Shah has been President of the Lakewood
Primary Care Medical Group where he is responsible for managing and coordinating
the medical care of approximately 10,000 patients annually in four Southern
California regional hospitals. In addition, in 1996, Dr. Shah was appointed
Chairman and Chief Executive Officer of Lakewood Health Plan, Inc., an
individual physicians’ association (“IPA”) with a membership of 650 physicians,
where he is responsible for the overall management and profitability of the
IPA.
  ATTIAZAZ
(“BOB”) DIN is a founder of the Company and has served in various capacities
with the Company since its inception in January 1993. Mr. Din has served as a
director since April 1994, as the Chairman of the Board from January 1996 to
March 2006 and as Chief Executive Officer of the Company since January 1996, and
as President since March 2002. Mr. Din also previously served as the Company’s
President from April 1994 to September 1997 and from January 1999 to May 2000.
Prior to founding the Company, from November 1985 to January 1993, Mr. Din
served as Chairman of the Board of Directors, President and Chief Executive
Officer of InfoSystems Computer Center, a Southern California-based reseller of
computer products. Mr. Din currently serves on the Boards of Directors of En
Pointe Technologies Sales, Inc., En Pointe Technologies Canada, Inc., The Xyphen
Corporation, En Pointe Gov, Inc. (formerly En Pointe Ventures, Inc.), all
wholly-owned subsidiaries of the Company, and Premier BPO, Inc. (formerly En
Pointe Global Services, Inc.), a consolidated affiliate of the Company. Mr. Din
also serves on the Board of Director of California Republic Bank and is a member
of its Compensation Committee.  Pursuant to the terms of Mr. Din’s
employment agreement, upon the request of Mr. Din, the Company is obligated to
include him as a management nominee for election to the Board of Directors
during the term of such agreement and for a period of five (5) years thereafter
(See “Employment Agreements”).
  NAUREEN DIN
is a founder of the Company and currently serves as a director of the Company.
Mrs. Din has served as a director since January 1993. Mrs. Din has served as the
Company’s Assistant Secretary since January 2004. Mrs. Din previously served as
Secretary from the Company’s inception in January 1993 to March 2001, as
President from the Company’s inception to April 1994, as Chief Executive Officer
from the Company’s inception until January 1996 and as Chief Financial Officer
from the Company’s inception until October 1995. Mrs. Din also serves as a
director on the Board of Development in Literacy, a non-profit
organization.
  ZUBAIR AHMED
has been a director of the Company since April 1994. Mr. Ahmed previously served
as an Executive Vice President of the Company from April 1994 to December 1995
and as Director of Business Development of the Company from April 1994 to May
1996. From January 1989 to April 1993, Mr. Ahmed served as the General Manager
of Inter Equipment Establishment, a seller of heavy equipment. From May 1996 to
the present, Mr. Ahmed has been an independent investor.
  MARK R.
BRIGGS has been a director of the Company since March 1998. Since October 2003,
Mr. Briggs has served as the Chairman and Chief Executive Officer of Premier
BPO, Inc. (formerly En Pointe Global Services, Inc.), a consolidated affiliate
of the Company. From January 1997 to July 2003, Mr. Briggs was the President and
Chief Executive Officer of ClientLogic Corporation (formerly Softbank Services
Group), a leading outsourcer to the digital marketplace.
  - 2
-
 EDWARD O.
HUNTER has been a director of the Company since August 2003. Since December
2006, Mr. Hunter has served as a director of Ovex Technologies (Private) Limited
which is a 70% owned subsidiary of the Company and the surviving company to the
merger with Ovex Pakistan (Private) Limited, that was effective on October 1,
2006. Since March 2002, Mr. Hunter has been an attorney of counsel to Robinson
& Robinson, LLP, a business transactional and litigation law firm. From July
2000 to March 2002, Mr. Hunter maintained a private law practice and was Vice
President and General Counsel for an international telecommunications joint
venture during its start-up development phase. Prior to that, for an approximate
nine year period, Mr. Hunter practiced law with LeBoeuf, Lamb, Greene &
MacRae, LLP, a large multinational law firm, with emphasis on clients in heavy
manufacturing, importation and national distribution. Mr. Hunter also serves as a director
for a publicly-held corporation, International Stem Cell Corporation, an
early-stage stem cell therapeutics company based in Oceanside,
California.
  TIMOTHY J.
LILLIGREN has been a director of the Company since December 2003. Since December
2006, Mr. Lilligren has also served as a director of En Pointe Technologies
India Pvt. Ltd., a wholly-owned subsidiary of the Company. Mr. Lilligren is a
practicing CPA, with offices in Manhattan Beach, California. Since 1984 he has
conducted his practice as a sole practitioner, offering his clients audit and
tax services in a variety of industries. Mr. Lilligren has served on the boards
of local non-profit organizations in various capacities including Treasurer. In
addition to his practice, Mr. Lilligren is active in Manhattan Beachpolitics and
is currently serving as the City Treasurer with responsibility for a portfolio
approximating $50 million. In the past, from 1988 through 2001, Mr. Lilligren
served as City Clerk, City Councilman, Mayor, and a member of the City Finance
Committee of Manhattan Beach.
  Executive Officers
 
 The
Company has three (3) executive officers as follows, each of whom serves at the
discretion of the Board of Directors:
  Name
                
                Age
                
                
                PositionAttiazaz
      (“Bob”) Din
                
                
                56
                
                
                President
      and Chief Executive OfficerJaved
      Latif
                
                
                60
                
                
                Senior
      Vice President and Chief Financial OfficerRobert
      A. Mercer
                
                
                71
                
                
                Senior
      Vice President of Finance and Taxation and
  Secretary
  A
biographical summary regarding Mr. Attiazaz (“Bob”) Din is set forth
above.  Biographical information with respect to the Company’s other
executive officers is set forth below:
 
 JAVED LATIFrejoined the Company as Senior Vice President of Operations in
August 2002 and was appointed Chief Financial Officer in
February 2004. Prior to that time, he served as a consultant to the Company
from August 2001 until August 2002. From September 2000 until
August 2001, Mr. Latif served as the Controller for SupplyAccess, Inc., a
former affiliate of the Company. From January 1999 through June 2000,
Mr. Latif served as Executive Vice President and Chief Financial Officer of
the Company. Prior to assuming the Chief Financial Officer duties in
January 1999, Mr. Latif was Executive Vice President of the Company from
May 1994 to January 1999.
  ROBERT A. MERCERhas served as
Senior Vice President of Finance and Taxation since April 1998. From
December 1995 to April 1998, Mr. Mercer served as the Company’s Chief
Financial Officer.  Since May 2001, Mr. Mercer has also served as the
Company’s Secretary, having previously served as its Assistant Secretary since
April 1998.
  Family
Relationships
  Bob Din
and Naureen Din are husband and wife. Javed Latif, Chief Financial Officer and
Senior Vice President, is the brother-in-law of Bob Din. There are no other
family relationships among any of the directors or executive officers of the
Company.
  Corporate
Governance


Independent
Director Determination
  The Board of
Directors has determined that, except for Bob and Naureen Din all of the members
of the Board are “independent directors” within the meaning of Rule 4200 of the
NASDAQ Marketplace Rules. With respect to the Board of Directors’ determination
that Mark Briggs is an “independent director,” in making its determination the
Board of Directors also considered that Mr. Briggs serves as the Chairman, Chief
Executive Officer and is a significant stockholder of Premier BPO, Inc., a
variable interest entity that is consolidated with the Company's financials.
Neither Mr. Din or Mrs. Din nor Mr. Briggs serves on the Audit Committee, the
Compensation Committee or the Nominating Committee.
  - 3
-
 Board
Committees and Meetings
  The Board of
Directors of the Company held five (5) meetings and otherwise acted by written
consent during the fiscal year ended September 30, 2008. Each incumbent director
attended at least seventy-five percent (75%) of the aggregate of the number of
meetings of the Board of Directors and the committees upon which he or she
served, except for Naureen Din, Mark Briggs and Zubair Ahmed. The Company does
not currently have a specific policy regarding director attendance at annual
stockholder meetings. However, directors are strongly encouraged to attend
annual stockholder meetings. Six of the seven members of the Board of Directors
attended the 2008 Annual Meeting of Stockholders.
  Director
Education
  Members of
the Board of Directors are encouraged to attend continuing education programs
regarding directorships and issues related thereto on a regular
basis.
  Code of
Ethics
  The Company
has adopted a code of ethics that is applicable to, among others, its principal
executive officer, principal financial officer, principal accounting officer or
controller, or persons performing similar functions, and other designated
officers and employees. The Company has posted such code on its corporate
website at http://www.enpointe.com. Any amendment or waiver to the Company’s
code of ethics that applies to its directors or executive officers will be
posted on its website or in a report filed with the Securities
and Exchange Commission (the “SEC”) on Form 8-K.
  Audit
Committee and Audit Committee Financial Expert
  The Company’s
Audit Committee is composed entirely of directors who are “independent” as
defined in the NASDAQ listing standards. The Company’s Audit Committee for
fiscal year 2008 was composed of Messrs. Lilligren, Shah and Hunter. Mr.
Lilligren served as the Chairman of the Audit Committee. Assuming the election
of management’s nominees to the Board of Directors at the Company’s 2009 Annual
Meeting of Stockholders, the Audit Committee for fiscal year 2009 shall consist
of Messrs. Lilligren, Shah and Hunter. The Board of Directors has determined
that each of Messrs. Lilligren and Shah qualifies as a “financial expert” as
that term is used in the rules and regulations of
theSEC.




SECTION 16(A) BENEFICIAL
OWNERSHIP REPORTING COMPLIANCE
  Section 16(a)
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
requires the Company’s directors, officers and any persons holding ten percent
(10%) or more of the Company’s common stock, to file initial reports of
ownership and reports of changes in ownership with the SEC. Such filing persons
or entities are required by SEC regulations to furnish the Company with copies
of all Section 16(a) forms that they file.
  Based
solely upon its review of the copies of Forms 3, 4 and 5 and amendments thereto
furnished to the Company, or written representations that no other reports were
required, the Company believes that all filing requirements under Section 16(a)
of the Exchange Act applicable to its directors, officers and any persons
holding ten percent (10%) or more of the Company’s common stock, were made with
respect to the Company’s fiscal year ended September 30,
2008.


- 4
-
 ITEM 11.  EXECUTIVE
COMPENSATION




COMPENSATION
DISCUSSION AND ANALYSIS
  Compensation
Overview
  The Company’s
executive compensation program is overseen by the Compensation Committee of the
Company’s Board of Directors. The basic responsibility of the Committee is to
review the performance of the officers and key employees toward achieving the
Company’s strategic goals and to help ensure that the Company is able to attract
and retain people who can lead the Company to achieve those goals. One of the
Company’s primary strategic goals is to improve stockholder value while meeting
its objectives for customer satisfaction, improved sales and financial
performance, sound corporate governance and competitive advantage. The Company’s
current emphases on controlling costs and improving profit margins on a
consistent basis are also important factors which affect the Company’s
compensation decisions. The Committee’s goal is to work with management to
balance the Company’s financial goals and circumstances with the need to
attract, motivate and retain the fully qualified and capable people the Company
needs to meet and surpass its customers’ and stockholders’ expectations in the
highly-competitive information technology industry.
  Compensation
Philosophy and Objectives
  The core of
the Company’s executive compensation philosophy is to pay for performance. To
that end, incentive bonus targets are set each year to reward excellent
executive performance based upon the achievement of specific quarterly profit
objectives by business segment and the Company’s overall profitability. If the
Company does not record a net overall profit for a given quarter, personal and
segment incentives are not payable, thus stimulating all executives to assume
broad responsibility for the Company’s overall financial welfare and
performance.
  The
Committee’s guiding principles are as follows:
 ·
                Work
      with management to provide a compensation program that recognizes
      individual contributions as well as the Company’s overall business
      results;
 ·
                Provide
      reasonable levels of total compensation which will enable the Company to
      attract and retain qualified and capable executive talent within its
      industry while also considering the Company’s current goals of controlling
      costs and effecting consistent improvements in its overall financial
      condition;
 ·
                Motivate
      executive officers to deliver optimum individual and departmental
      performance;
 ·
                Develop
      and reward a leadership team that is capable of successfully operating and
      growing an increasingly competitive and complex business in a rapidly
      changing industry; and
 ·
                Ensure
      that executive compensation-related disclosures are made to the public on
      a timely basis.
  Role of
the Compensation Committee
  The
Compensation Committee sets and approves the Chief Executive Officer’s total
compensation within the parameters of the Chief Executive’s employment
agreement, as modified from time to time by mutual agreement. The compensation
of all other executive officers is recommended by the Chief Executive Officer
and, after review and analysis, approved by the Compensation Committee. The
Compensation Committee met five (5) times during fiscal 2008. The
specifics of the responsibilities of the Compensation Committee are set forth in
the Compensation Committee Charter, which was reviewed and approved by the
Company’s Board of Directors on September 30, 2005. Under that Charter, the
key responsibilities of the Compensation Committee include:
 ·
              Review
      and approve compensation packages for new executives and, as needed,
      termination packages for departing officers or other
      executives.
 ·
              Review
      and, as deemed necessary or desirable, oversee the administration of the
      Company’s 1996 Stock Incentive Plan and Employee Stock Purchase Plan, both
      of which expired in 2006 by their own terms (and which to date have not be
      renewed or replaced).
 ·
              Assist
      the Board of Directors and management in developing and evaluating
      potential candidates for executive positions. Lead the Board of Directors
      in its succession-planning initiatives for the Chief Executive Officer and
      other senior officers.
 ·
              Oversee preparation of a report
      on executive compensation as required for inclusion in the Company’s
      annual proxy
statement.
  Role of
Management in the Compensation Determination Process
  The Company’s
senior management team, primarily the Chief Executive Officer and the Chief
Financial Officer, support the Committee in the executive compensation
decision-making process. At the request of the Compensation Committee, the Chief
Executive Officer presents his performance assessment and recommendations to the
Committee regarding base salaries, incentive targets and profitability ranges,
incentive plan structure and other compensation-related matters of the Company’s
executives. However, the Chief Executive Officer and other management personnel
typically do not attend Compensation Committee meetings, nor do they participate
in the Committee’s deliberations.
  Role of
Compensation Consultant
  The
Compensation Committee has decided not to utilize the services of a paid
compensation consultant after conducting interviews and concluding that such a
consultant would provide insufficient value for the cost thereof, given the
Company’s current profit margins. Instead, the Committee has from time to time
obtained competitive compensation data from public and private sources and used
them to evaluate the competitiveness of the Company’s executive compensation
plans. The Committee plans to continue this cost-effective approach for the
foreseeable future, rather than incurring the costs of a paid consultant.
However, the Committee may revisit this topic at appropriate intervals in the
future as the Company’s needs or circumstances may change.
  - 5
-
 Total
Compensation for Executive Officers
  The
compensation packages offered to the Company’s executive officers are comprised
of one or more of the following elements:
  ·
              Base
      salary;
 ·
              Quarterly and annual cash bonus
      incentives; and
 ·
              Long
      term equity -based incentive
compensation
  The Company
does not have any formal policies which dictate the amount to be paid with
respect to each element, nor does it have any policies which dictate the
relative proportion of the various elements. The Company also does not have any
formal policies for allocating between cash and non-cash compensation or
short-term and long-term compensation. Instead, the Company relies on the
judgment of the Compensation Committee and input and feedback from the
management team, including in particular the Chief Executive Officer and the
Chief Financial Officer. The Committee has no plans to adopt any such formulas,
ratios or other such targets that might artificially dilute the Company’s
effectiveness in achieving its overall net-profit objectives. In fact, all of
the Company’s compensation policy decisions are made in the context of its
current financial position and subordinated to the Company’s ability to achieve
overall profitability on an annual basis as a primary consideration. Each of the
compensation components is described in more detail below.
  Base
Salary
  The Company
provides executive officers and other employees with base salary to compensate
them for services rendered during the fiscal year. The purpose of base salary is
to reward effective fulfillment of the assigned job responsibilities, and to
reflect the position’s relative value to the Company and competitiveness of the
executive job market. Base salaries for executive officers are determined based
on the nature and responsibility of the position, salary norms (if any) for
comparable positions, the expertise and effectiveness of the individual
executive, and the competitiveness of the market for the executive officer’s
services.
  The Company
has successfully held most base salaries at the low end of the competitive range
in order to reduce its overall cost structure and to achieve systematic
improvement in the financial performance of the business since early 2003,
without incurring a large turnover in executive talent and leadership. In this
pay-for-performance process, the Company has placed increasing emphasis on
profit-based compensation payments for each executive officer, as well as for
members of the Company’s Board of Directors.
  Any so-called
“merit increases” for the Company’s executive officers are subject to the same
budgetary constraints as apply to all other employees and operating departments.
Executive officer salaries are evaluated as part of the Company’s annual review
process and may be adjusted where justified in the context of the Company’s
current focus on net profitability and controlling expenses. The base salary of
the Chief Executive Officer is defined and approved by the Compensation
Committee within the parameters of the existing employment agreement. The base
salary of all other executive officers is recommended by the Chief Executive
Officer and approved by the Compensation Committee.
  Quarterly
and Annual Cash Bonus Incentives
  The Company’s
policy is to make a substantial portion of each executive’s compensation
contingent upon the Company’s basic financial performance as well as upon his or
her own level of performance and contribution to the business or segment of the
Company’s operations. The achievement of specific strategic and individual goals
is intended to correlate with the creation of quarterly and longer-term
stockholder value. Profit-related quarterly and annual bonus incentives allow
the Company to offer a reasonably competitive total compensation package despite
relatively lower base salaries, while directly aligning each executive’s
performance with the Company’s overall financial performance. Quarterly and
annual bonus incentives and ranges are recommended by the Chief Executive
Officer with oversight and approval of the Compensation Committee.
 
 Each
executive’s individual objectives are intended to be closely aligned with the
Company's overall strategic objectives, and the financial targets are focused on
quarterly measures of net income after any bonus deduction. Ranges of
profitability in terms of net income are fixed by the Compensation Committee on
recommendations received from the Chief Executive Officer, typically in four
ranges of ascending net income. Achievement of net income in the first range
results in quarterly incentive payments to each eligible executive of 100% of
his or her bonus amount, as awarded annually by the Compensation Committee; and
in the highest range, a bonus of 145% can be earned. Thus, if targets are met
each quarter throughout the year, the total annual incentive bonus payments can
range from 100% to 145% of each executive’s annual bonus plan for each executive
other than the Chief Executive Officer. Unfortunately, competitive pressures and
shrinking profit margins have prevented the Company from achieving its minimal
profitability goals each quarter, thus substantially reducing
management's eligibility for bonus payments under this structure. On the
other hand, sufficient profits were achieved during the fiscal year ended
September 30, 2008 to generate some bonus payments for each of the Company’s
eligible officers, executives and directors (other than the Chief Executive
Officer).
 Specifically,
for the full fiscal year ended September 30, 2008, bonus incentives of 100% for
the June quarter and 145% for the September were achieved and paid out to the
Company’s named executive officers set forth in the Summary Compensation Table
(collectively, the “Named Executive Officers”) (other than the Chief Executive
Officer who received no bonus or incentive award during the year). While the
Company did achieve an improvement in earnings as compared to fiscal 2007, it
did not reach the minimum profitability ranges in two of the four fiscal
quarters of the year and thus the incentive compensation tied to those quarterly
targets was not earned or paid. The aggregate bonus incentives paid to the Named
Executive Officers are set forth in the “Non-Equity Incentive Plan Compensation”
column of the Summary Compensation Table.
  - 6
-
  
 In the fiscal
year ended September 30, 2008, the Compensation Committee approved a special
transactional bonus of $2.2 million to be paid to those key employees of the
Company and those former employees who transferred to En Pointe Global Service,
LLC and who were instrumental in the successful sale and transition of the
information technology service business.  The bonus becomes payable on
October 23, 2009.  The Chief Executive Officer was awarded $600,000, four
key employees of the Company $250,000 each, two employees of En Pointe Global
Service, LLC $250,000 each, and undesignated others a total of
$120,000.
 Long-Term
Equity-Based Incentive Compensation
  In recent
years, due to shrinking profit-margins and wide and disturbing fluctuations in
the U.S. equities markets generally and the Company’s market segment in
particular, the Compensation Committee has concluded that long-term
stock-related compensation has very limited if any value as an employee
incentive or retention tool. Unlike some historical patterns that richly
rewarded long-term loyalty and retention, most of the Company’s equity-based
incentive awards have proved to have little or no value to the
recipient.
  Beginning in
2005, U.S.accounting rules required the Company to expense any stock option
awards according to a formula which could impose a costly charge on the
Company’s income statements, thereby burdening or erasing its fragile profit
margins. Under the circumstances, the Company elected to end the granting of
stock options and awards to avoid the adverse effects of such expenses.
Subsequently, as noted above, both the Company’s 1996 Stock Incentive Plan and
the Employee Stock Purchase Plan expired in 2006 by their own terms. To date,
neither plan has been renewed and there is no current plan to do so within the
foreseeable future.
  Nevertheless, the
Company aims to align its executive officers’ interests with those of its
stockholders by enhancing the link between the creation of sustainable profits
and, in turn, improved stockholder value through the profit-related executive
incentive compensation plan described above. The Compensation Committee believes
that by increasing profit margins on a continuing basis the Company can derive
long-term growth in stockholder value as reflected in the Company’s market price
pershare.
This concept has been validated during prior periods of the Company’s sustained
quarter-to-quarter profitability, but is undone when the Company is unable to
generate back-to-back repeating quarters of profitable
operations.
  Prior to
2005, employees at all levels had been awarded non-qualified stock options. All
stock options were awarded at or above the market price of the underlying stock
at the time of the award. Restricted stock grants based on performance may be
awarded by the Compensation Committee, although none have been awarded to any
executive officers in recent years. The authority to make grants of equity
incentive awards rests with the Compensation Committee, subject to ratification
by the full Board of Directors.
  Non-Qualified
Stock Options. In fiscal 2008, the Company did not award any stock options to
the Named Executive Officers or any of its other employees or directors.
Historically, the number of stock options granted to an executive officer is
based upon the executive officer’s position and level of responsibility. The
Company does not issue discounted stock options or permit the repricing or
reissue of previously issued options. Stock options have a ten (10) year term
and generally vest ratably over either a three-year or four-year period. The
Company utilizes the Black-Scholes option pricing model for valuing stock option
awards.
  Restricted
Stock. In fiscal 2008, the Company did not award any shares of restricted common
stock to the Named Executive Officers or to any of its other employees or
directors. As with stock options, the number of shares of restricted stock that
may be awarded to a Named Executive Officer in the future, if any, will be based
upon the executive’s position and level of responsibility. The authority to make
grants of restricted stock rests with the Compensation Committee, subject to
ratification by the full Board of Directors.
  Non-Qualified
Deferred Compensation
  The Company
does not currently sponsor any non-qualified deferred compensation plans on
behalf of the Named Executive Officers or other management personnel. Likewise,
the Company does not have any current plans to implement such a
program.
  Pension
Benefits
  The Company
does not currently sponsor any pension plans for the benefit of the Named
Executive Officers or other members of management. Additionally, the Company
does not have any current plans to implement such a program.
  Perquisites
and Other Benefits
  The Company
provides its executive officers with various health and welfare programs and
other employee benefits which are generally available on the same cost-sharing
basis to all of its employees.  However, in keeping with the Company’s
policy of controlling costs in connection with its profitability objectives, it
does not provide any significant perquisites or other special benefits to its
executive officers like payment of club memberships, financial planning,
executive dining rooms or special transportation rights with exception of auto
lease reimbursement for its Chief Executive Officer. The Company does not own an
airplane or provide aircraft for executives for business or personal
purposes.
  - 7
-
 Tax and
Accounting Implications
  The
Compensation Committee is also responsible for considering the deductibility of
executive compensation under Section 162(m) of the Internal Revenue Code, which
provides that it may not deduct non-performance-based compensation of more than
$1,000,000 that is paid to its executive officers. The Company believes that the
compensation paid under the current management incentive programs is fully
deductible for federal income tax purposes. In certain situations, the Committee
may approve compensation that will not meet the requirements for deductibility
in order to ensure competitive levels of compensation for its executives and to
meet its obligations under the terms of various incentive programs. However, the
issue of deductibility has not come before the Committee in recent years and is
not expected to be a concern for the foreseeable future, for the reasons noted
under Base Salary above.
  Summary CompensationTable


The
following table shows the total compensation paid or accrued by the Company for
the fiscal years ended September 30, 2008 and 2007, respectively, to the Chief
Executive Officer, the Chief Financial Officer and the Senior Vice
President of the Company (the ''Named Executive
Officers’’)
 Non-Equity
                          
                          Nonqualified
                          
                          AllIncentive
                          
                          Deferred
                          
                          OtherPlan
                          
                          Compen-
                          
                          Compen-(1)
                          
                          
                          
                          
                          Stock
                          
                          Option
                          
                          Compen-
                          
                          sation
                          
                          sationFISCAL
                          
                          SALARY
                          
                          BONUS
                          
                          
                          Awards
                          
                          Awards
                          
                          sation
                          
                          Earnings
                          
                          (2)
                          
                          TotalNAME
      AND PRINCIPAL POSITION
                          
                          YEAR
                          
                          ($)
                          
                          ($)
                          
                          
                          ($)
                          
                          ($)
                          
                          ($)
                          
                          ($)
                          
                          ($)
                          
                          ($)(a)
                          
                          (b)
                          
                          (c)
                          
                          (d)
                          
                          
                          (e)
                          
                          (f)
                          
                          (g)
                          
                          (h)
                          
                          (i)
                          
                          (j)Attiazaz
      ("Bob") Din
                          
                          2008
                          
                          650,000
                          
                          600,000
                          
                          
                          --
                          
                          --
                          
                          --
                          
                          --
                          
                          27,315
                          (3)
                          1,250,000Chief
      Executive Officer and President
                          
                          2007
                          
                          650,000
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          31,059
                          (3)
                          681,059Javed
      Latif
                          
                          2008
                          
                          175,000
                          
                          250,000
                          
                          
                          --
                          
                          --
                          
                          175,935
                          
                          --
                          
                          --
                          
                          600,935Chief
      Financial Officer and Senior Vice President
                          
                          2007
                          
                          175,000
                          
                          
                          
                          
                          
                          
                          
                          
                          115,625
                          
                          
                          
                          
                          
                          290,625Robert
      A. Mercer
                          
                          2008
                          
                          150,000
                          
                          250,000
                          
                          
                          --
                          
                          --
                          
                          64,687
                          
                          --
                          
                          --
                          
                          464,687Senior
      Vice President of Finance and Taxation and Secretary
                          
                          2007
                          
                          150,000
                          
                          
                          
                          
                          
                          
                          
                          
                          25,000
                          
                          
                          
                          
                          
                          175,000
  (1)
                  
                  Consists
      of bonuses related to sale of 80.5% interest in services business that
      become payable on October 23, 2009.(2)
                  
                  In accordance with SEC rules,
      “Other Annual Compensation” in the form of perquisites and other personal
      benefits has been omitted where the aggregate amount of such perquisites
      and other personal benefits was less than
      $10,000.(3)
                  
                  Consists
      of lease payments for
an automobile.
  Narrative
to Summary Compensation Table
  See
“Compensation Discussion and Analysis” and “Employment Agreements” for further
discussion of compensation arrangements pursuant to which the amounts listed
under the Summary Compensation Table were paid or awarded and the criteria
for such payment or award.
   Outstanding Equity
Awards at Fiscal Year End Table
 There were no
outstanding stock awards as of September 30, 2008.The following tablerelates solely
tooutstandingstock
optionawards as of
September 30, 2008 held by the Named Executive Officers.  All stock
options described below are fully-vested and have ten year terms from the date
of grant.
  Equity
      IncentivePlan
      Awards:Number
      ofNumber
      of Securities Underlying
                              
                              
                              Securities
      Under-
                              
                              
                              OptionUnexercised
      Options
                              
                              
                              Lying
      Unexercised
                              
                              
                              Exercise
                              
                              Option#
                              
                              
                              
                              #
                              
                              
                              Unearned
      Options
                              
                              
                              Price
                              
                              ExpirationNAME
                              
                              Exercisable
                              
                              
                              Unexercisable
                              
                              
                              
                              #
                              
                              
                              
                              
                              DateAttiazaz
      ("Bob") Din
                              
                              
                              50,000
                              
                              
                              
                              --
                              
                              
                              
                              --
                              
                              
                              
                              1.94
                              
                              05/14/11250,000
                              
                              
                              
                              --
                              
                              
                              
                              --
                              
                              
                              
                              2.10
                              
                              10/01/14Javed
      Latif
                              
                              
                              90,000
                              
                              
                              
                              --
                              
                              
                              
                              --
                              
                              
                              
                              1.25
                              
                              10/01/1275,000
                              
                              
                              
                              --
                              
                              
                              
                              --
                              
                              
                              
                              2.70
                              
                              04/01/14Robert
      Mercer
                              
                              
                              5,000
                              
                              
                              
                              --
                              
                              
                              
                              --
                              
                              
                              
                              12.25
                              
                              04/18/105,000
                              
                              
                              
                              --
                              
                              
                              
                              --
                              
                              
                              
                              1.25
                              
                              04/14/1130,000
                              
                              
                              
                              --
                              
                              
                              
                              --
                              
                              
                              
                              1.25
                              
                              10/01/125,000
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              2.70
                              
                              04/01/14
  Options Exercised and Stock
Vested
 None of the Company’s Named Executive
Officers exercised any stock options, SARs or similar instruments or vested any
stock, including restricted stock, restricted stock units or similar
instruments, during the fiscal year ended September 30,
2008.
 
 Potential Payments
upon Termination or Change in Control
  Payments Made
upon Termination
  Regardless of the manner in which a
Named Executive Officer’s employment terminates, he or she may be entitled to
receive amounts earned during the term of his or her employment. Such amounts
include stock options awarded under the Company’s 1996 Stock Option Plan (which
Plan terminated by its terms in March 2006) and unused vacation
pay.
  Additionally, the Company has entered
into an agreement with Bob Din, the Company’s President and Chief Executive
Officer, pursuant to which if his employment is terminated by the Company
without “cause,” as defined in the employment agreement, or by Mr. Din for
“good reason,” as defined in the employment agreement, and other than in
connection with an “unapproved change in control,” as defined in the employment
agreement, Mr. Din will be entitled to receive, as severance pay, subject
to certain conditions, monthly salary payments in the amount of Mr. Din’s
current salary for a period of five (5) years, the payment of certain additional
benefits, such as health insurance for the same term, and continuation of lease
payments on his automobile for the same term (which automobile shall be
transferred to his name at the end of such term without any additional
consideration), and gross up payments to cover additional taxes as a result of
such benefits, including any excise taxes.  In such event, Mr. Din’s
employment agreement also provides for full acceleration of vesting of all stock
options he holds as well as extension of exercisability for the duration of the
term of such options.  In the event that Mr. Din secures a substantial
employment during the term of his severance payout, his employment agreement
provides for a reduced payout.  Termination for “cause” or without
“good reason” results in no additional severance payments being made by the
Company under his employment agreement.
 
 Further, the Company has entered into an
agreement with Javed Latif, the Company’s Chief Financial Officer, pursuant to
which if his employment is terminated by the Company without “cause,” as defined
in the employment agreement, or by Mr. Latif for “good reason,” as defined
in the employment agreement, Mr. Latif will be entitled to receive, as
severance pay, an amount equal to six (6) months of his then-current base
salary.
  - 8
-
 Further, the Company has entered into an
agreement with Robert Mercer, the Company’s Senior Vice President of Finance and
Taxation and Secretary, pursuant to which if his employment is terminated by the
Company without “cause,” as defined in the employment agreement, or by
Mr. Mercer for “good reason,” as defined in the employment agreement,
Mr. Mercer will be entitled to receive, as severance pay, an amount equal
to six (6) months of his then-current base salary.
  Payments Made
upon Death or Disability
  In the event of the death or disability
of a Named Executive Officer, in addition to the benefits listed in the first
paragraph under the heading, “Payments Made Upon Termination” above, the Named
Executive Officer will receive benefits under the Company’s disability plan or
payments under the Company’s life insurance plan, as appropriate.
  Additionally, in the case of termination
due to death or disability, Mr. Din’s employment agreement provides for a
severance payment equal to his base salary for a period of three (3) years, and
benefits for a five (5) year term if termination is due to
disability.  Such benefits include, without limitation, health
insurance and continuation of lease payments on his automobile for the same term
(which automobile shall be transferred to his name at the end of such term
without any additional consideration), and gross up payments to cover additional
taxes as a result of such benefits, including any excise taxes. In such event,
Mr. Din’s employment agreement also provides for acceleration of vesting of all
stock options he holds for an additional three (3) year period as well as
extension of exercisability for the duration of the term of such
options.  In the event that Mr. Din secures a substantial employment
during the term of his severance payout, his employment agreement provides for a
reduced payout.
 
 Further, pursuant to the terms of Mr.
Latif’s employment agreement, in the event that Mr. Latif’s employment is
terminated because of his death or disability, Mr. Latif will be entitled
to receive, as severance pay, an amount equal to six (6) months of his
then-current base salary.
 Payment Made
upon a Change of Control
 
 Pursuant tothe terms of Mr. Din’s employment
agreement,if his
employment is terminatedby
the Company within thirty (30) days followingan“unapproved change of
control"(other than
termination for“cause”or by reason of death or disability) or
if he terminates his employment in certain circumstances defined in the
agreement that constitute “good reason”, then in addition to the benefits listed
in the first paragraph under the heading “Payments Made Upon
Termination”, Mr. Din will
receive a lump sum severance payment of four(4)times his annual base salarywithin ninety (90) days of
terminationand will be
entitled to the payment of additional benefits, including health insurance, for
a five(5)year period thereafter, continuation of lease payments on his
automobile for the same term (which automobile shall be transferred to his name
at the end of such term without any additional consideration), and gross up
payments to cover additional taxes as a result of such benefits, including any
excise taxes.  Additionally, pursuant to the terms of Mr. Din’s
employment agreementall
stock options then held by Mr. Din will automatically vestin fulland become exercisablefor the duration of their
terms.
 Employment
Agreements
 
 Mr. Din’s
employment agreement with the Company was originally entered into as of
March 1, 1996, and was amended in April 1997 and October 2004.
Upon the request of Mr. Din, the Company is obligated to include him as a
management nominee for election to the Board of Directors during the term of
such agreement and for a period of five (5) years thereafter. His
employment agreement, as amended to date, provides for an annual base salary of
$650,000 per year, effective October 1, 2004. As part of his employment,
Mr. Din is entitled to a bonus equal to 3.5% of the Company’s pre-tax net
income (if $4.5 million or greater) and his employment agreement terminates
on the later of (i) the fifth anniversary of the date the agreement was
entered into, or (ii) five years following the date on which either
Mr. Din or the Company gives a notice of non-renewal or termination.
Mr. Din’s employment agreement also containsseverance payments and benefits upontermination of his
employment in certain circumstances. Mr. Din’s agreement prohibits him from
competing with the Company for five years following the date of his termination.
Pursuant to his employment agreement, Mr. Din is obligated, subsequent to
his termination, to offer first to the Company any block of 100,000 shares or
more of the Company’s common stock offered by him for sale, if offered for sale
other than pursuant to an over-the-counter or exchange transaction.
Mr. Din’s agreement also contains confidentiality, intellectual property
rights and dispute resolution provisions.
 
 On March 28,
2002, the Company entered into an employment agreement with Mr. Latif that
provided for an annual base salary of $150,000 and provided for quarterly
bonuses at the discretion of the Chief Executive Officer and Board of Directors,
conditional upon the Company’s cumulative pre-tax net income being positive at
the time of bonus consideration. The agreement automatically renewed at the end
of the initial term (July 31, 2003) on a month-to-month basis until
terminated in accordance with its terms. Mr. Latif’s employment agreement
also contains (i) certain non-solicitation provisions that expire eighteen
(18) months after termination of such agreement and (ii) a dispute
resolution provision. Effective April, 2005, Mr. Latif’s annual base salary
was increased to $175,000. On May 30, 2007, the
Company implementeda bonus plan
based on meeting certain targets of quarterly net income for the period from
April 1, 2007 through March 31,2009.  Under the
plan, Mr. Latif' earns
a minimum guaranteed draw of $100,000 without regard forCompanyprofitability and has the potential to
earn annually from $175,000 to $253,750 baseduponthe Company’squarterly net income.  Minimum
guaranteed draws areoffset
by any bonus that Mr. Latif' would otherwise be entitled.
  
 
 - 9
-
 Directors’
Compensation
 The
Compensation Committee uses cash, and not equity, compensation to attract and
retain qualified candidates to serve on the Board of Directors. In setting
director compensation, the Compensation Committee considers the significant
amount of time that directors expend in fulfilling their duties to the Company
as well as the skill-level required by the Company of members of the Board of
Directors. Each non-employee director is entitled to receive $1,500 per month
for services as a director. Additionally, committee members receive $350 monthly
for each committee upon which they serve. The Compensation Committee also awards
directors bonuses based on the attainment of certain profitability targets by
the Company.
  During fiscal
2008, each of the Company’s six outside directors cash compensation of $1,500
per month. Each of the Company’s outside committee members was also entitled to
receive monthly cash compensation of $350 for every committee on which the
respective director served. During fiscal 2008, quarterly bonuses for the June
and September quarters of fiscal 2008 were paid to the outside directors based
on the Company meeting net income targets of $350,000 and $2,000,000
respectively that amounted to $19,800 and 35,640 respectively.
  Change
      inPensionValue
      andNon-Equity
                                        
                                        NonqualifiedFees
                                        
                                        
                                        
                                        
                                        
                                        Incentive
                                        
                                        Deferred
                                        
                                        (1)Earned
      or
                                        
                                        
                                        
                                        
                                        
                                        Plan
                                        
                                        Compen-
                                        
                                        All
      OtherPaid
      in
                                        
                                        Stock
                                        
                                        Option
                                        
                                        Compen-
                                        
                                        sation
                                        
                                        Compen-Cash
                                        
                                        Awards
                                        
                                        Awards
                                        
                                        sation
                                        
                                        Earnings
                                        
                                        sation
                                        
                                        TotalNAME
      AND PRINCIPAL POSITION
                                        
                                        ($)
                                        
                                        ($)
                                        
                                        ($)
                                        
                                        ($)
                                        
                                        ($)
                                        
                                        ($)
                                        
                                        ($)(a)
                                        
                                        (b)
                                        
                                        (c)
                                        
                                        (d)
                                        
                                        (e)
                                        
                                        (f)
                                        
                                        (g)
                                        
                                        (h)Attiazaz
      ("Bob") Din (2)
                                        
                                        --
                                        
                                        --
                                        
                                        --
                                        
                                        --
                                        
                                        --
                                        
                                        --
                                        
                                        --Naureen
      Din
                                        
                                        18,000
                                        
                                        --
                                        
                                        --
                                        
                                        6,300
                                        
                                        --
                                        
                                        --
                                        
                                        24,300Zubair
      Ahmed (3)
                                        
                                        26,400
                                        
                                        --
                                        
                                        --
                                        
                                        6,300
                                        
                                        --
                                        
                                        --
                                        
                                        32,700Mark
      Briggs
                                        
                                        18,000
                                        
                                        --
                                        
                                        --
                                        
                                        6,300
                                        
                                        --
                                        
                                        --
                                        
                                        24,300Edward
      O. Hunter (4)
                                        
                                        60,600
                                        
                                        --
                                        
                                        --
                                        
                                        12,180
                                        
                                        --
                                        
                                        --
                                        
                                        72,780Mansoor
      S. Shah (5)
                                        
                                        30,600
                                        
                                        --
                                        
                                        --
                                        
                                        12,180
                                        
                                        --
                                        
                                        --
                                        
                                        42,780Timothy
      J. Lilligren (6)
                                        
                                        64,800
                                        
                                        --
                                        
                                        --
                                        
                                        12,180
                                        
                                        --
                                        
                                        --
                                        
                                        79,480
   Notes:(1)
      In accordance with SEC rules, “All Other Compensation” in the form of
      perquisites and other personal benefits has been omitted where the
      aggregate amount of such perquisites
                      and
      other personal benefits was less than $10,000.(2)
      As Chief Executive Officer and President of the Company, Mr. Din receives
      no separate compensation in the form of meeting fees or retainer fees for
      his service on the Board of Directors or any subsidiary of the Company.
      All of Mr. Din's compensation is reflected in the Summary Compensation
      Table.(3)
      Mr. Ahmed is a member of the Nominating Committee.(4)
      Mr. Hunter is a member of the Compensation and Audit Committees. Mr.
      Hunter also serves on the Board of Ovex Technologies
  (PVT)Limited
      , a majority-owned subsidiary of the Company, and received fees of $15,500
      in that capacity (which fees are not reflected in the foregoing table)
      .(5)
      Dr. Shah is the Chairman of the Board and a member of the Compensation,
      Nominating and Audit Committees.(6)
      Mr. Lilligren is a member of the Nominating, Compensation and Audit
      Committees. Mr. Lilligren also serves on the Board of En Pointe
      TechnologiesIndia
      Pvt. Ltd., a wholly-owned subsidiary of the Company, and earned fees of
      $2,500 in that capacity (which fees are not reflected in the foregoing
      table).
 Other
Compensation Arrangements
  401(K)
PLAN
  Effective as of
July 1993, the Company adopted the En Pointe Technologies, Inc. Employee
Savings Plan (the ‘‘401(k) Plan’’), which is a retirement profit sharing plan
that covers all U.S. employees of the Company who are 21 years old or older
and have completed at least six months of service. The 401(k) Plan provides that
employees may elect to defer, in the form of contributions to the 401(k) Plan,
up to 20% of the total compensation that would otherwise be paid to the
employee, not to exceed $15,500 in 2008 (subject to adjustments annually as
provided in the Internal Revenue Code).
  The Company may make
discretionary matching contributions to the 401(k) Plan, but the Company has not
made any contributions to the 401(k) Plan to date. Contributions are held under
a group annuity contract and are invested in selected eligible investments.
Employee contributions are fully-vested and non-forfeitable at all
times.
 - 10
-
 Compensation
Committee Interlocks and Insider Participation
  The
members of the Company’s Compensation Committee during the fiscal year ended
September 30, 2008 consisted of Messrs. Hunter, Shah and Lilligren, none of whom
serves or has served as an executive officer or employee of the Company or any
of its subsidiaries. The Company is not aware of any “compensation committee
interlocks” that existed during fiscal 2008.
  Compensation
Committee Report
  The
Compensation Committee of the Company has reviewed and discussed the
Compensation analysis required by Item 402(b) of Regulation S-K with management
and, based on such review and discussions, the Compensation Committee
recommended to the Board of Directors that the Compensation Discussion and
Analysis be included in this report.
  The
Compensation Committee of the Board of Directors
  Edward
Hunter
 Mansoor
Shah
 Timothy
Lilligren
 
 The above
Report of the Compensation Committee does not constitute soliciting material and
should not be deemed filed or incorporated by reference into any other Company
filing, whether under the Securities Act of 1933, as amended, or the Securities
Exchange Act of 1934, as amended, whether made on, before or after the date of
this Amendment No. 1 to Form 10-K and irrespective of any general
incorporation language in such filing, except to the extent the Company
specifically incorporates this Report by reference therein.
  - 11
-
 ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS




The following
table sets forth, to the knowledge of the Company, certain information regarding
the beneficial ownership of common stock as of January 23, 2009 by (i) each
stockholder who is known by the Company to own beneficially more than five
percent of the Company’s outstanding common stock, (ii) each director and
nominee for director of the Company, (iii) each of the Company’s executive
officers named in the Summary Compensation Table (see “Executive Compensation”)
and (iv) by all executive officers and directors of the Company as a group. The
information as to each person or entity has been furnished by such person or
group.
 Shares
      Beneficially Owned (1)Name
      of Beneficial Owner
                                                
                                                Number
                                                
                                                PercentageAttiazaz
      “Bob” Din (2)(3)
                                                
                                                756,802
                                                
                                                10.3
                                                %Naureen
      Din (2)(3)
                                                
                                                756,802
                                                
                                                10.3
                                                %Daniel
      Zeff (4)
                                                  co Zeff Holding Company, LLC
                                                  50
      California Street, Suite 1500
                                                    San
      Francisco, California 94111
                                                
                                                715,255
                                                
                                                10.0
                                                %Zubair
      Ahmed (5)
                                                
                                                692,396
                                                
                                                9.6
                                                %Javed
      Latif (6)
                                                
                                                175,000
                                                
                                                2.4
                                                %Mansoor
      Shah (5)
                                                
                                                68,000
                                                
                                                *Mark
      Briggs (7)
                                                
                                                64,000
                                                
                                                *Edward
      Hunter (5)
                                                
                                                50,000
                                                
                                                *Timothy
      Lilligren (5)
                                                
                                                50,000
                                                
                                                *Robert
      Mercer (8)
                                                
                                                45,500
                                                
                                                *Mediha
      Din
                                                
                                                485,912
                                                
                                                6.8
                                                %All
      executive officers and directors as a group (9 persons)
(9)
                                                
                                                2,658,500
                                                
                                                33.2
                                                %
  * Less than 1%.
  (1)
              
              Applicable
      percentage of ownership at January 24, 2009, is based upon 7,182,643
      shares of common stock outstanding. Beneficial ownership is determined in
      accordance with the rules of the Securities and Exchange Commission and
      includes voting and investment power with respect to shares shown as
      beneficially owned. All shares of common stock subject to options were
      made fully vested and exercisable as of July 20, 2005 and those
      unexercised as of January 21, 2009 are deemed outstanding for computing
      the shares and percentage ownership of the person holding such options or
      warrants, but are not deemed outstanding for computing the percentage
      ownership of any other person or entity. Except as otherwise indicated,
      and subject to community property laws where applicable, to the knowledge
      of the Company the persons listed above have sole voting and investment
      power with respect to all shares shown as beneficially owned by them.
      Unless otherwise specified, the address for each beneficial owner is the
      Company’s principal executive offices, 18701 Figueroa Street, Gardena,
      California 90248.
 (2)
                                      
                                      Bob
      and Naureen Din are married, and each may therefore be deemed to have a
      beneficial interest in each other’s shares of common stock. However, Mr.
      and Mrs. Din have each disclaimed beneficial ownership in each other’s
      shares. The number of shares reported for Mr. and Mrs. Din each, including
      unexercised options that are fully vested and exercisable, reflects 50% of
      the total number of shares beneficially owned by Mr. and Mrs. Din together
      in either of their names.(3)
                                      
                                      Includes
      175,000 shares of common stock subject to options, all of which are
      immediately exercisable.(4)
                                      
                                      Based
      on a Schedule 13G dated January 23, 2009, filed with the SEC by Daniel
      Zeff, which reflects his beneficial ownership as of December 31,
      2008.The
      Schedule 13-G states that Mr. Zeff has sole voting and dispositive power
      over 715,255 shares of common stock comprised of 450,721 shares held by
      Zeff Capital Partners I, L.P.(and
      Zeff Holding Company, LLC)and 264,534 shares held by Spectrum Galaxy Fund Ltd.(5)
                                      
                                      Includes
      50,000 shares of common stock subject to options, all of which are
      immediately exercisable.(6)
                                      
                                      Includes
      165,000 shares of common stock subject to options, all of which are
      immediately exercisable.(7)
                                      
                                      Includes
      55,000 shares of common stock subject to options, all of which are
      immediatelyexercisable. Includes 5,000 shares of common stock held in
      joint tenancy with spouse.(8)
                                      
                                      Includes
      of 45,000 shares of common stock subject to options, all of which are
      immediately exercisable.(9)
                                      
                                      Includes
      815,000 shares of common stock subject to options, all of which are
      immediately
exercisable.
  The Company
is not aware of any binding arrangements that may at a subsequent date
result in a change of control of the Company.
  - 12
-
 Equity Compensation Plan
Information




The following
table sets forth information regarding outstanding options, warrants and rights
and shares reserved for future issuance under the Company’s existing equity
compensation plans as of September 30, 2008.  The Company’s sole
remaining active stockholder approved equity compensation plan is the 1996 Stock
Incentive Plan.  It was established in May 1996, had a ten year life,
and by its terms terminated in May 2006 and has not been
replaced.  The Company’s stock purchase plan also terminated in May
2006 and has not been replaced.  The Company does not have any
non-stockholder approved equity compensation plans.


Number
      of securitiesremaining
      available forNumber
      of securities
            
            
            
            
            
            
            
            future
      issuance under equityto
      be issued upon exercise
            
            
            Weighted-average
            
            
            
            compensation
      plans as ofof
      outstanding options,
            
            
            
            exercise
      price of
            
            
            
            September
      30, 2008warrants
      and rights as
            
            
            
            outstanding
      options,
            
            
            
            (excluding
      securitiesof
      September 30, 2008
            
            
            
            warrants
      and rights
            
            
            
            reflected
      in column (a))Plan
      Category
            
            
            (a)
            
            
            
            (b)
            
            
            
            (c)Equity
      compensation plansapproved
      by security holders:1996
      Stock Incentive Plan
            
            
            1,000,947
            
            
            $
            2.91
            
            
            
            NoneEmployee
      Stock Purchase Plan
            
            
            N/A
            
            
            
            N/A
            
            
            
            N/AEquity
      compensation plans notapproved
      by security holders
            
            None
            
            
            
            N/A
            
            
            
            NoneTotal
            
            
            1,000,947
            
            
            $
            2.91
            
            
            
            None




- 13
-


ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND
DIRECTOR INDEPENDENCE




Certain
Relationships and Related Transactions


See
‘‘EXECUTIVE COMPENSATION — Employment Agreements’’ for a description of certain
arrangements and transactions with executive officers and directors. During
fiscal 2008, certain members of Mr. Din’s family were employed by the Company
and earned the following compensation in excess of $120,000 (including bonus and
commissions, where applicable):
  Name
                          Relationship
                          Position
                          
                          CompensationShahzad
      Munawar
                          Brother
                          Chief
      Information Officer
                          
                          $
                          304,375Waseem
      Munawar
                          Brother
                          Manager
      of EDI purchasing
                          
                          $
                          125,483Ali
      Din
                          Son
                          Director
      of Marketing
                          
                          $
                          120,000
   The foregoing
relatives of Mr. Din continue to be employed by the Company during fiscal 2009.
The employment arrangements were approved by both the Compensation Committee and
the Audit Committee.
  On October
29, 2007, the Company entered into a lease agreement its new corporate
headquarters. The property leased is a two story office building with 29,032
square feet of office space in Carson, California. The lease is for a period of
seven years commencing on November 1, 2007. The lease requires monthly payments
of $48,483.44 for the first year and contains an annual base rent increase of 3%
that is effective for each November 1 for the succeeding six years. There is an
option to extend the lease for two additional five year periods. Each of the two
option periods to extend the lease contain the same base rent increases of 3% as
found in the original lease. The scheduled monthly payments under the lease
extension options are at the same original base monthly rate of $48,483.44 plus
the sum of the accumulated annual 3% base rent increases to date. A security
deposit of $96,966.88 was due upon execution of the lease. The lessee is
responsible for the payment of real property taxes on the leased premises as
well as for all utilities and services.
  The lessor of
the leased corporate headquarters, Dominguez Channel, LLC, is 85% owned by Bob
Din, the Chief Executive Officer of the Company, and four members of his
immediate family, two of whom are employees, Ali Din and Waseem Munawar, and
another a director of the Company, Naureen Din. The terms and provisions of the
lease agreement were reviewed and unanimously approved on August 8, 2007 by the
Company's Audit Committee, comprised of disinterested directors.
  - 14
-
 Review,
Approval or Ratification of Transactions with Related Persons
 Pursuant to
the Company’s Audit Committee charter, the Company’s executive officers,
directors, nominees for directors and principal stockholders, including their
immediate family members and affiliates, are prohibited from entering into a
related party transaction with the Company that would be reportable under Item
404 of Regulation S-K without the prior approval of its Audit Committee (or
other independent committee of the Board of Directors in cases where it is
inappropriate for the Audit Committee to review such transaction due to a
conflict of interest). Any request for the Company to enter into a transaction
with an executive officer, director, nominee for director, principal stockholder
or any of such persons’ immediate family members or affiliates that would be
reportable under Item 404 of Regulation S-K must first be presented to the Audit
Committee for review, consideration and approval. In approving or rejecting the
proposed agreement, the Audit Committee will consider the relevant facts and
circumstances available and deemed relevant, including but not limited to, the
risks, costs, and benefits to the Company, the terms of the transactions, the
availability of other sources for comparable services or products, and, if
applicable, the impact on director independence. The Audit Committee shall only
approve those agreements that, in light of known circumstances, are in or are
not inconsistent with, the Company’s best interests, as determined in good faith
by the Audit Committee.


Independent
Director Determination
  The Board
of Directors has determined that, except for Bob and Naureen Din, all of the
members of the Board are “independent directors” within the meaning of Rule 4200
of the NASDAQ Marketplace Rules. With respect to the Board of Directors’
determination that Mark Briggs is an “independent director,” in making its
determination the Board of Directors also considered that Mr. Briggs serves as
the Chairman, Chief Executive Officer and is a significant stockholder of
Premier BPO, Inc., a variable interest entity that is consolidated with the
Company's financials. Neither Mr. Din or Mrs. Din nor Mr. Briggs serves on the
Audit Committee, the Compensation Committee or the Nominating
Committee.




- 15
-


ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND
SERVICES


Rose, Snyder
& Jacobs, CPA Corporation (“RSJ”) are the Company's independent auditors and
provided audit services to the Company, including the examination of the
Company's consolidated financial statements for the year ended September 30,
2008 and a review of the Company's consolidated financial statements included in
the Company's quarterly report on Form 10-Q filed with the SEC for the fiscal
quarters of the year.
  Independent
Auditor Fees
  The following
table represents aggregate fees billed to the Company for fiscal 2008 and 2007
by RSJ, the Company’s principal accounting firm.
  Fiscal
      2008
                                        
                                        
                                        Fiscal
      2007Audit
      Fees
                                        
                                        $
                                        212,050
                                        
                                        
                                        $
                                        180,900Audit-Related
      Fees
                                        
                                        
                                        11,350
                                        
                                        
                                        
                                        11,000Tax
      Fees
                                        
                                        
                                        --
                                        
                                        
                                        
                                        --All
      Other Fees
                                        
                                        
                                        7,500
                                        
                                        
                                        
                                        --Total
      Fees
                                        
                                        $
                                        230,900
                                        
                                        
                                        $
                                        191,900
  All services
rendered by RSJ were permissible under applicable laws and regulations, and were
pre-approved by the Audit Committee. Pursuant to SEC rules, the fees billed by
RSJ for services are disclosed in the table above under the categories listed
below.
  ●
              Audit
      Fees— These are fees for professional services performed by RSJ for the
      audit of the Company’s annual financial statements and for the review of
      financial statements included
 in the Company’s Form 10-Q filings and services that are normally provided
      in connection with statutory and regulatory filings or
      engagements.
 ●
              Audit-
      Related Fees— These are fees in conjunction with the Company’s benefit
      plan audit.
  ●
              All
      Other Fees— These are fees in conjunction with assistance in
      reviewing the Company’s financial
forecast.
  These
services are actively monitored (both spending level and work content) by the
Audit Committee to maintain the appropriate objectivity and independence in RSJ,
which is the audit of the Company’s consolidated financial statements. The Audit
Committee has determined that the provision of services, in addition to audit
services, rendered by RSJ and the fees paid therefore in fiscal 2008 were
compatible with maintaining RSJ’s independence.
  Policy on
Audit Committee Pre-Approval of Audit Services and Permissible Non-Audit
Services of Independent Auditors
  The Audit
Committee’s policy is to pre-approve all audit and permissible non-audit
services performed by the independent auditors. These services may include audit
services, audit-related services, tax services and other services. For audit
services, the independent auditor provides the Audit Committee with an audit
plan including proposed fees in advance of the annual audit. The Audit Committee
approves the plan and fees for the audit.
  For non-audit
services, the Company’s senior management will submit from time to time to the
Audit Committee for approval non-audit services that it recommends the Audit
Committee engage the independent auditor to provide during the fiscal year. The
Company’s senior management and the independent auditor will each confirm to the
Audit Committee that each non-audit service is permissible under all applicable
legal requirements. A budget, estimating non-audit service spending for the
fiscal year, will be provided to the Audit Committee along with the request. The
Audit Committee must approve both permissible non-audit services and the budget
for such services.
  - 16
-


PART
IV




ITEM 15.  EXHIBITS AND FINANCIAL STATEMENT
SCHEDULES




(a) The
following documents are filed as part of this report:












(b)
Exhibits




The list
of exhibits on the accompanying Exhibit Index is herein incorporated by
reference.




SIGNATURES




Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the Registrant has duly caused this Amendment No. 1 on Form 10-K/A to be
signed on its behalf by the undersigned, thereunto duly
authorized.




EN POINTE
TECHNOLOGIES, INC.


January
28, 2009


/s/ ATTIAZAZ “BOB” DINAttiazaz
      ‘‘Bob’’ Din,Chief
      Executive
      Officer and President(Principal
      Executive Officer)




Pursuant
to the requirements of the Securities Exchange Act of 1934, this Amendment No. 1
on Form 10-K/A has been signed below by the following persons in the capacities
and on the dates indicated.
  
 Signature
              
              Title
              
              Date*/s/
      MANSOOR S. SHAH
              
              Chairman
      of the Board and Director
              
              January
      28, 2009Mansoor
      S. Shah*/s/
      ATTIAZAZ “BOB” DIN
              
              Chief
      Executive Officer, President and Director (Principal Executive
      Officer)
              
              January
      28, 2009Attiazaz
      “Bob” Din*/s/
      JAVED LATIF
              
              Chief
      Financial Officer and Senior Vice President (Principal Financial and
      Principal Accounting Officer)
              
              January
      28, 2009Javed
      Latif*/s/
      NAUREEN DIN
              
              Director
              
              January
      28, 2009Naureen
      Din*/s/
      ZUBAIR AHMED
              
              Director
              
              January
      28, 2009Zubair
      Ahmed*/s/
      MARK BRIGGS
              
              Director
              
              January
      28, 2009Mark
      Briggs*/s/
      EDWARD O. HUNTER
              
              Director
              
              January
      28, 2009Edward
      O. Hunter*/s/
      TIMOTHY J. LILLIGREN
              
              Director
              
              January
      28, 2009Timothy
      J. Lilligren
 
 *By:
      /s/ ATTIAZAZ “BOB” DIN
                Attiazaz
      “Bob” Din, Attorney-in-Fact
              
              January
      28, 2009









-17-


Index to Exhibits




ExhibitNumber
              
              Description2.1
              
              Agreement
      and Plan of Merger between the Registrant and En Pointe Technologies,
      Inc., a Texas corporation, effective February 29, 1996 (incorporated by
      reference to the same numbered exhibit to the Registrant’s Registration
      Statement on Form S-1 filed May 8, 1996).3.1
              
              Certificate
      of Incorporation of Registrant (incorporated by reference to the same
      numbered exhibit to the Registrant’s Registration Statement on Form S-1
      filed May 8, 1996).3.2
              
              Bylaws
      of Registrant (incorporated by reference to the same numbered exhibit to
      the Registrant’s Registration Statement on Form S-1 filed May 8,
      1996).3.3
              
              Certificate
      of Amendment to Certificate of Incorporation of Registrant filed May 16,
      2000. (incorporated by reference to the same numbered exhibit to the
      Registrant’s Registration Statement on Form 10-K filed January 18,
      2001).3.4
              
              Certificate
      of Amendment to Certificate of Incorporation of Registrant filed May 16,
      2005. (incorporated by reference to the same numbered exhibit to the
      Registrant’s Form 10-Q filed May 16, 2005).4.3
              
              Form
      of Common Stock Certificate (incorporated by reference to the same
      numbered exhibit to the Registrant’s Registration Statement on Form S-1
      filed May 8, 1996).10.3
              
              Form
      of Directors’ and Officers’ Indemnity Agreement (incorporated by reference
      to the same numbered exhibit to the Registrant’s Registration Statement on
      Form S-1 filed May 8, 1996).*10.5
              
              Employment
      Agreement between the Registrant and Attiazaz ‘‘Bob’’ Din, dated March 1,
      1996 (incorporated by reference to the same numbered exhibit to the
      Registrant’s Registration Statement on Form S-1 filed May 8,
      1996).*10.6
              
              Amended
      Employment Agreement between the Registrant and Attiazaz ‘‘Bob’’ Din,
      dated April 2, 1997 (incorporated by reference to the same numbered
      exhibit to the Registrant’s Registration Statement on Form 10-K filed
      December 29, 1997).*10.24
              
              Assignment
      and License Agreement between the Registrant and SupplyAccess, Inc., dated
      September 21, 2001 (incorporated by reference to the same numbered exhibit
      to the Registrant’s Form 10-K filed December 31, 2001.)10.27
              
              Employment
      Agreement between the Registrant and Kevin Schatzle, dated March 28, 2002.
      (incorporated by reference to the same numbered exhibit to the
      Registrant’s Form 10-K filed December 27, 2002).*10.31
              
              Asset
      Purchase Agreement entered into as of October 9, 2002 between Tabin
      Corporation and En Pointe Technologies Sales, Inc. (incorporated by
      reference to the same numbered exhibit to the Registrant’s Form 10-K filed
      December 27, 2002).10.36
              
              Employment
      agreement between the Registrant and Javed Latif, dated March 28, 2002.
      (incorporated by reference to the same numbered exhibit to the
      Registrant’s Form 10-Q filed February 14, 2003).*10.39
              
              Employee
      Leasing and Licensing Agreement by and between the Registrant and En
      Pointe Global Services, Inc., dated October 17, 2003. (incorporated by
      reference to the same numbered exhibit to the Registrant’s Form 10-Q filed
      May 17, 2004).10.41
              
              Business
      Financing Agreement between En Pointe Technologies Sales, Inc. and GE
      Commercial Distribution Finance Corporation, dated June 25, 2004.
      (incorporated by reference to the same numbered exhibit to the
      Registrant’s Form 10-Q filed August 16, 2004).








ExhibitNumber
                                                                                        
                                                                                        Description10.42
                                                                                        
                                                                                        Agreement
      for Wholesale Financing between En Pointe Technologies, Inc. and GE
      Commercial Distribution Finance Corporation, dated June 25, 2004.
      (incorporated by reference to the same numbered exhibit to the
      Registrant’s Form 10-Q filed August 16, 2004).10.43
                                                                                        
                                                                                        Addendum
      to Business Financing Agreement and Agreement for Wholesale Financing
      between En Pointe Technologies, Inc. and GE Commercial Distribution
      Finance Corporation, dated June 25, 2004. (incorporated by reference to
      the same numbered exhibit to the Registrant’s Form 10-Q filed August 16,
      2004).10.44
                                                                                        
                                                                                        Addendum
      to Business Financing Agreement and Agreement for Wholesale Financing
      between En Pointe Technologies, Inc. and GE Commercial Distribution
      Finance Corporation, dated July 27, 2004. (incorporated by reference to
      the same numbered exhibit to the Registrant’s Form 10-Q filed August 16,
      2004).10.45
                                                                                        
                                                                                        Asset
      Purchase Agreement entered into as of October 1, 2004 between Viablelinks,
      Inc. and En Pointe Technologies Sales, Inc. (incorporated by reference to
      the same numbered exhibit to the Registrant’s Form 10-Q filed February 14,
      2005).10.46
                                                                                        
                                                                                        Subscription
      Agreement dated March 18, 2005 between Premier BPO Inc. and the Registrant
      (incorporated by reference to the same numbered exhibit to the
      Registrant’s Form 10-Q filed May 16, 2005).10.47
                                                                                        
                                                                                        Amendment
      to Employment Agreement between the Registrant and Attiazaz ‘‘Bob’’
      Din, dated November 15, 2004 (incorporated by reference to exhibit
      99.1 to the Registrant’s Form 8-K filed on November 18,
      2004.)*10.48
                                                                                        
                                                                                        Addendum
      to Business Financing Agreement and Agreement for Wholesale Financing
      among En Pointe Technologies Sales, Inc., En Pointe Gov, Inc. and GE
      Commercial Distribution Finance Corporation, effective January 23, 2006.
      (incorporated by reference to the same numbered exhibit to the
      Registrant’s Form 8-K filed January 30, 2006).10.49
                                                                                        
                                                                                        Asset
      Purchase Agreement entered into as of January 18, 2006 between Software
      Medium, Inc., Veridyn, LLC and En Pointe Technologies Sales, Inc.
      (incorporated by reference to the same numbered exhibit to the
      Registrant’s Form 10-Q filed February 14, 2006).10.50
                                                                                        
                                                                                        Employment
      Agreement between the Registrant and Robert Mercer, dated March 28, 2002.
      (incorporated by reference to the same numbered exhibit to the
      Registrant’s Form 10-Q filed February 14, 2006).10.51
                                                                                        
                                                                                        Employment
      Agreement between the Registrant and Robert Mercer, dated March 28, 2002.
      (incorporated by reference to the same numbered exhibit to the
      Registrant’s Form 10-Q filed February 14, 2006).*10.52
                                                                                        
                                                                                        Employment
      Agreement between the Registrant and David L. Mochalski, dated May 28,
      2002. (incorporated by reference to the same numbered exhibit to the
      Registrant’s Form 10-Q filed February 14, 2006).*10.53
                                                                                        
                                                                                        Sublease
      dated March 30, 2006 between Jetabout North America, Inc. and the
      Registrant for the property located at 2381 Rosecrans Avenue, El Segundo,
      California 90245 (incorporated by reference to the same numbered
      Exhibit to the Registrant’s Form 10-Q filed May 15,
  2006).10.55
                                                                                        
                                                                                        Addendum
      to Business Financing Agreement and Agreement for Wholesale Financing
      among En Pointe Technologies Sales, Inc., En Pointe Gov, Inc. and GE
      Commercial Distribution Finance Corporation, dated May 12, 2006
      (incorporated by reference to the same numbered exhibit to the
      Registrant’s Form 8-K filed May 17, 2006).10.56
                                                                                        
                                                                                        Sublease
      dated July 12, 2006 between North Pacific Group, Inc. and the Registrant
      for certain industrial warehouse properties located at 11081 Tacoma Drive,
      Rancho Cucamonga, California 91730 (incorporated by reference to the
      same numbered exhibit to the Registrant’s Form 8-K filed September 1,
      2006).10.57
                                                                                        
                                                                                        Share
      Purchase Agreement dated September 19, 2006, by and among the Registrant,
      Omar Saeed and Arif Saeed. (incorporated by reference to the same numbered
      Exhibit to the Registrant’s Form 8-K filed September 25,
      2006).







ExhibitNumber
                                                                                                    
                                                                                                    Description10.58
                                                                                                    
                                                                                                    Employment
      Agreement between the Registrant and Richard R. Emil, dated September 27,
      2006. (incorporated by reference to the same numbered exhibit to the
      Registrant’s Form 8-K filed September 27, 2006).*10.59
                                                                                                    
                                                                                                    Promissory
      Note between the Registrant and Omar and Arif Saeed, dated October 5,
      2006.  (incorporated by reference to the same numbered exhibit
      to the Registrant’s Form 10-K filed December 18, 2006).10.60
                                                                                                    
                                                                                                    Amendment
      to Share Purchase Agreement effective October 1, 2006, by and among the
      Registrant, Omar Saeed and Arif Saeed.  (incorporated by
      reference to the same numbered exhibit to the Registrant’s Form 10-K filed
      December 18, 2006).10.61
                                                                                                    
                                                                                                    Temporary
      Overline Agreement by GE Commercial Distribution Finance
      Corporation for En Pointe Technologies Sales, Inc. and En Pointe Gov,
      Inc., dated June 13, 2007.  (incorporated by reference to
      exhibit 10.60 to the Registrant’s Form 8-K filed June 14,
      2007).10.62
                                                                                                    
                                                                                                    Amendment
      to Business Financing Agreement and Agreement for Wholesale Financing
      among En Pointe Technologies Sales, Inc., En Pointe Gov, Inc. and GE
      Commercial Distribution Finance Corporation, dated July 30,
      2007.  (incorporated by reference to exhibit 10.61 to the
      Registrant’s Form 8-K filed July 31, 2007).10.63
                                                                                                    
                                                                                                    Addendum
      to Business Financing Agreement and Agreement for Wholesale Financing
      among En Pointe Technologies Sales, Inc., En Pointe Gov, Inc. and GE
      Commercial Distribution Finance Corporation, dated September 25,
      2007.  (incorporated by reference to the same numbered
      exhibit to the Registrant’s Form 8-K filed September 26,
      2007).10.64
                                                                                                    
                                                                                                    Lease
      dated October 29, 2007 between Dominguez Channel, LLC and En Pointe
      Technologies Sales, Inc. for certain office properties located at 18701 S.
      Figueroa Street, Carson, California (incorporated by reference to the same
      numbered exhibit to the Registrant’s Form 8-K/A filed October 31,
      2007).10.65
                                                                                                    
                                                                                                    Lease
      dated February 15, 2008 between The Capital Development Authority and the
      Registrant for 41.25 acres of land in Islamabad, Pakistan (incorporated by
      reference to the same numbered Exhibit to the Registrant’s Form 8-K filed
      February 22, 2008).10.66
                                                                                                    
                                                                                                    Agreement
      for Inventory Financing between En Pointe Technologies Sales, Inc., and
      IBM Credit LLC, dated March 20, 2008.  (incorporated by
      reference to the same numbered exhibit to the Registrant’s Form 8-K filed
      March 21, 2008).10.67
                                                                                                    
                                                                                                    Collateralized
      Guarantee between En Pointe Technologies, Inc. and IBM Credit LLC, dated
      March 20, 2008.  (incorporated by reference to the same
      numbered exhibit to the Registrant’s Form 8-K filed March 21,
      2008).10.68
                                                                                                    
                                                                                                    Deposit
      Account Control Agreement between En Pointe Technologies Sales, Inc. and
      IBM Credit LLC, dated March 20, 2008 (incorporated by reference to the
      same numbered exhibit to the Registrant’s Form 8-K filed March 21,
      2008).10.69
                                                                                                    
                                                                                                    Intercreditor
      Agreement between GE Commercial Distribution Finance Corporation and IBM
      Credit LLC, dated March 2008 (incorporated by reference to the same
      numbered exhibit to the Registrant’s Form 8-K filed March 21,
      2008).


10.70
                    
                    Limited
      Liability Company Purchase agreement between En Pointe Technologies Sales,
      Inc. and Allied Digital Services Limited, dated July 9, 2008 (incorporated
      by reference to the same numbered exhibit to the Registrant’s Form 8-K
      filed July 15, 2008).10.71
                    
                    Escrow Agreement
      by and among En Pointe Technologies Sales, Inc., Allied Digital Services
      Limited, and U.S. Bank National Association, dated July 9, 2008
      (incorporated by reference to the same numbered exhibit to the
      Registrant’s Form 8-K filed July 15, 2008).10.72
                    
                    Master
      Services Agreement between En Pointe Technologies, Inc. and En Pointe
      Technologies Sales, Inc. and En Pointe Global Services, LLC, dated
      September 2, 2008 (incorporated by reference to the same numbered exhibit
      to the Registrant’s Form 8-K filed September 3, 2008).10.73
                    
                    First
      amendment to July 9, 2008 Limited Liability Company Interest Purchase
      Agreement between En Pointe Technologies Sales, Inc. and Allied Digital
      Services Limited, dated December 2, 2008 (incorporated by reference to the
      same numbered exhibit to the Registrant’s Form 8-K filed December 2,
      2008).10.74
                    
                    Second
      amendment to July 9, 2008 Limited Liability Company Interest Purchase
      Agreement between En Pointe Technologies Sales, Inc. and Allied Digital
      Services Limited, dated January 7, 2009 (incorporated by reference to the
      same numbered exhibit to the Registrant’s Form 8-K filed January 9,
      2009).21.1
                    
                    Subsidiaries
      of the Company (previously filed)23.1
                    
                    Consent
      of Rose, Snyder & Jacobs CPA Corp. (previously
  filed)31.1
                    
                    Certification
      of the Chief Executive Officer, as required by Rule 13a-14(a) or 15d-14(a)
      of the Securities Exchange Act of 1934, as amended.31.2
                    
                    Certification
      of the Chief Financial Officer, as required by Rule 13a-14(a) or 15d-14(a)
      of the Securities Exchange Act of 1934, as amended.32.1
                    
                    Certifications
      of the Chief Executive Officer and Chief Financial Officer, as required by
      Rule 13a-14(b) or 15d-14(b) of the Securities Exchange Act of 1934, as
      amended, and 18 U.S.C. Section
1350.




*Each of
these Exhibits constitutes a management contract, compensatory plan, or
arrangement