(e) On January 15, 2008, SED International Holdings, Inc. (the “Company”) and Jean Diamond entered into an Amended and Restated Employment Agreement primarily as a means to reduce the administrative burden on the Company by consolidating her orginal employment agreement with the six subsequent amendments to that agreement. As amended and restated, the terms and provisions of Ms. Diamond’s employment generally remained unchanged except that (i) the term of her employment has been reduced from seven to five years; (ii) the minimum five percent set annual salary increases have been eliminated and, as amended and restated, salary increases are linked to annual cost of living increases, if any; (iii) generally, the termination provisions have been revised to provide liquidated damages if her employment is terminated, without cause or for good reason, due to disability, or due to death; and (iv) the delivery of notices can now be accomplished by facsimile or electronic mail(email).

A copy of the Amended and Restated Employment Agreement is attached as Exhibit 10.1 hereto.

SECTION 9-FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01: Financial Statements and Exhibits.

(d) Exhibits.