WITNESSETH:

                                                                   EXHIBIT 10.53



                        AMENDMENT TO EMPLOYMENT AGREEMENT

         THIS AMENDMENT TO EMPLOYMENT AGREEMENT is made this 11 day of
September, 2002, but effective as of January 1, 2002, between SED INTERNATIONAL,
Inc., a Georgia corporation (the "Subsidiary") and wholly owned subsidiary of
SED INTERNATIONAL HOLDINGS, INC., a Georgia corporation (the "Company"), and
XXXX XXXXXXX, an individual resident of the State of Georgia (the "Employee").

                                   WITNESSETH:

         WHEREAS, Employee and the Subsidiary have entered into an Employment
Agreement (as amended, the "Agreement") setting forth the terms and conditions
of Employee's employment with the Subsidiary; and

         WHEREAS, Employee and the Subsidiary agree that it is in the best
interest of both parties to make certain modifications to the terms and
conditions of Employee's employment with the Subsidiary.

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

         1. The provisions of the Agreement which provide the Employee with an
automobile allowance are hereby modified so as to restrict the type of car
Employee may purchase using the allowance to Mercedes-Benz S-Class, and so as to
increase said allowance to enable the Employee to replace the car provided by
the employer once each year rather than once every three years.

         2. Except as otherwise provided for herein, all other provisions of the
Agreement shall remain in full force and effect and Employee's employment
thereunder shall continue on the terms described therein throughout the term of
the Agreement, as amended hereby.

         IN WITNESS WHEREOF, the parties have duly executed and delivered this
Amendment to Employment Agreement as of the day and year first indicated above.

SED INTERNATIONAL HOLDINGS, INC.,                By: /s/ Xxxx Xxxxxxx
a Georgia corporation                               Xxxx Xxxxxxx
By:  /s/ Xxxx Xxxxxxx                             Executive Vice President
Xxxx Xxxxxxx
President and COO


"SUBSIDIARY":

SED INTERNATIONAL, INC.,
a Georgia corporation
By: /s/ Xxxx Xxxxxxx
Name and Title: Xxxx Xxxxxxx, President & COO