v0907_exh.htm


    EXHIBIT
      10-63

    


    ENDMENT
      TO BUSINESS FINANCING AGREEMENT AND

    AGREEMENT
      FOR WHOLESALE FINANCING

    


    This
      Amendment is made to (i) that certain Business Financing Agreement executed
      on
      the 25th day of
      June, 2004, between En Pointe Technologies Sales, Inc. and En Pointe
      Gov, Inc.   (individually, collectively and jointly and
      severally "Dealer") and GE Commercial Distribution Finance
      Corporation ("CDF"), as amended ("BFA") and (ii) that certain Agreement
      for Wholesale Financing between Dealer and CDF dated June 25, 2004 as amended
      ("AWF").

    


    FOR
      VALUE RECEIVED, CDF and
      Dealer agree that the following paragraph is incorporated into the AWF and
      BFA
      as if fully and originally set forth therein (capitalized
      terms shall
      have the same meaning as defined in the BFA unless otherwise
      indicated):

    


    
      	
              1.

            	
              As
                of the date of execution of this Amendment, all prior financial convenants
                as previously set forth are hereby deleted in their entirety and
                restated
                to read as follows:

            


    

    


    “En
      Pointe Technologies, Inc., Guarantor of Dealer’s obligations to CDF under a
      Collateralized Guaranty dated June 25, 2004 (“Guarantor”), will maintain, as of
      the last day of each calendar quarter set forth below:

    


    
      	
              (a)  

            	
              a
                Tangible Net Worth and Subordinated Debt in the combined amount of
                not
                less than the amount shown below:

            


    

    


    Quarter-end                                                                                     Amount

     June
      30, 2007 and each quarter-end
      thereafter                                                                                                           $12,750,000

    


     

    
      	
              (b)  


            	
              Dealer
                covenants that the ratio of Guarantor's Total Funded Indebtedness,
                calculated as of the last day of each fiscal quarter, commencing
                with the
                fiscal quarter ending on June 30, 2007, to EBITDA, calculated as
                of the
                last day of each such fiscal quarter, for the preceding four fiscal
                quarters then ended, shall be no more than three to one
                (3.00:1.00).

            


    

     

    For
      purposes of this paragraph:  (i) 'Tangible Net Worth' means the
      book value of  Guarantor's assets less liabilities, excluding from
      such assets all Intangibles; (ii) 'Intangibles' means and includes
      general intangibles; software (purchased or developed in-house); accounts
      receivable and advances due from officers, directors, employees, stockholders,
      members, owners and affiliates; leasehold improvements net of depreciation;
      licenses; good will; prepaid expenses; escrow deposits; covenants not to
      compete; the excess of cost over book value of acquired assets; franchise fees;
      organizational costs; finance reserves held for recourse obligations;
      capitalized research and development costs; the capitalized cost of patents,
      trademarks, service marks and copyrights net of amortization; and such other
      similar items as CDF may from time to time determine in CDF's sole discretion;
      (iii) 'Debt' means all of  Guarantor's liabilities and
      indebtedness for borrowed money of any kind and nature whatsoever, whether
      direct or indirect, absolute or contingent, and including obligations under
      capitalized leases, guaranties, or with respect to which  Guarantor
      has pledged assets to secure performance, whether or not direct recourse
      liability has been assumed by  Guarantor; (iv) 'Subordinated
      Debt' means all of  Guarantor's Debt which is subordinated to the
      payment of  Guarantor's liabilities to CDF by an agreement in form and
      substance satisfactory to CDF; (v) 'Current Tangible Assets'
      means  Guarantor's current assets less, to the extent otherwise
      included therein, all Intangibles  (vi) ‘Funded Debt’
      means,  the sum of the following, without duplication
      (1) Dealer's outstanding principal and interest indebtedness to CDF
excluding the principal outstanding under Dealer's
      inventory floorplan credit facility and,  (2) Guarantor's aggregate
      outstanding principal balance of all other indebtedness for borrowed money,
      including, without limitation, the amount which would have been the aggregage
      cost of all property leased pursuant to a capital lease if such property would
      have been purchased rather than leased,  but,
excluding, (3) Subordinated Debt, and (4) that portion of the
      outstanding principal balance of Guarantor's Pakistan affiliates' indebtedness
      for borrowed money up to the amount of such affiliates' interest bearing assets
      and (vii) ‘EBITDA’ means, net operating income plus depreciation and
      amortization plus other income as reflected on Guarantor's quarterly
      consolidated financial statements that have been prepared according to GAAP
      (“GAAP”).  All terms used herein to the extent not defined shall be
      used in accordance with generally accepted accounting principles consistently
      applied.  All amounts, if applicable, shall be calculated on a
      consolidated basis (“GAAP”).

    


    Dealer
      waives notice of CDF’s acceptance of this Amendment.

    


    All
      other
      terms and provision of the BFA and AWF, to the extent consistent with the
      foregoing, are hereby ratified and will remain unchanged and in full force
      and
      effect.

    


    IN
      WITNESS WHEREOF, Dealer and CDF have both read this Amendment to the BFA and
      AWF, understand all the terms and provisions hereof, and agree to be bound
      thereby and subject thereto as of this 25th  day of
      September , 2007.

    


    ATTEST:                                                                           EN
      POINTE TECHNOLOGIES SALES, INC.

    


    /s/
      Robert A.
      Mercer                                                      By:  /s/ Attiazaz “Bob”
Din                                                                

    Robert
      A.
      Mercer,
      Secretary                                                                             Attiazaz
“Bob” Din

           Chief
      Executive Officer

    


    ATTEST:                                                                           EN
      POINTE GOV, INC.

    


    /s/
      Robert A.
      Mercer                                                      By:  /s/ Attiazaz “Bob”
Din                                                                

    Robert
      A.
      Mercer,
      Secretary                                                                             Attiazaz
“Bob” Din

           Chief
      Executive Officer

    


    GE
      COMMERCIAL DISTRIBUTION FINANCE CORPORATION

    


    By:  /s/
      David J.
      Lynch                                                      

           David
      J. Lynch

           Vice
      President of Operations

    ACKNOWLEDGEMENT
      BY GUARANTOR:

    EN
      POINTE TECHNOLOGIES, INC.

    


    By:  /s/
      Attiazaz “Bob” Din___________________________________

           Attiazaz
      “Bob” Din

           President