AMENDMENT TO BUSINESS FINANCING AGREEMENT AND
                        AGREEMENT FOR WHOLESALE FINANCING

     This  Amendment is made to (i) that certain  Business  Financing  Agreement
executed on the 31st day August, 2000, between ePlus Technology, inc. ("Dealer")
and GE Commercial  Distribution  Finance Corporation ("CDF"), as amended ("BFA")
and (ii) that certain  Agreement for Wholesale  Financing between Dealer and CDF
dated August 31, 2000, as amended ("AWF").

     FOR VALUE  RECEIVED,  CDF and Dealer  agree as follows  (capitalized  terms
shall have the same meaning as defined in the BFA unless otherwise indicated):

          1.   Section 2.1 of the BFA is hereby  amended in its entirety to read
               as follows:

          "2.1  Accounts  Receivable  Facility.  Subject  to the  terms  of this
          Agreement,  CDF  agrees to provide  to Dealer an  Accounts  Receivable
          Facility of (i) Fifteen Million Dollars  ($15,000,000.00) at all times
          other than during the Seasonal Uplift Period (as defined  below),  and
          (ii) Twenty Million Dollars  ($20,000,000.00)  from August 1st through
          December 31st of each calendar year (the  "Seasonal  Uplift  Period");
          provided,  however,  that  (iii)  at no time  other  than  during  the
          Seasonal Uplift Period will the principal amount outstanding under the
          Accounts  Receivable  Facility and Dealer's inventory floorplan credit
          facility with CDF exceed,  in the  aggregate,  Fifty  Million  Dollars
          ($50,000,000.00),  and  (iv) at no time  during  the  Seasonal  Uplift
          Period  will the  principal  amount  outstanding  under  the  Accounts
          Receivable  Facility and Dealer's inventory  floorplan credit facility
          with  CDF  exceed,  in the  aggregate,  Seventy-five  Million  Dollars
          ($75,000,000.00).  CDF's decision to advance funds will not be binding
          until the funds are actually advanced."

     In  addition,  subject  to the terms of the AWF,  CDF  agrees to provide to
Dealer an  inventory  floorplan  credit  facility of (a) Fifty  Million  Dollars
($50,000,000.00)  at all times other than during the Seasonal Uplift Period, and
(b)  Seventy-five  Million Dollars  ($75,000,000.00)  during the Seasonal Uplift
Period;  provided,  however,  that (c) at no time other than during the Seasonal
Uplift  Period  will  the  principal  amount   outstanding  under  the  Accounts
Receivable  Facility and Dealer's  inventory  floorplan credit facility with CDF
exceed, in the aggregate, Fifty Million Dollars ($50,000,000.00),  and (d) at no
time during the Seasonal  Uplift  Period will the principal  amount  outstanding
under the Accounts  Receivable  Facility and Dealer's inventory floorplan credit
facility  with  CDF  exceed,  in  the  aggregate  Seventy-five  Million  Dollars
($75,000,000.00).  CDF's decision to advance funds will not be binding until the
funds are actually advanced.


          2. The  following  section is hereby  added to the BFA as if fully set
          forth therein:

          "3.3A Deferred Revenue.  Each quarter,  not later than the 15th of the
          month  following a calender  quarter end,  Dealer will submit to CDF a
          detailed  report,  in a  form  satisfactory  to  CDF,  describing  the
          deferred  revenue  of Dealer  (each a "DR  Summary").  Notwithstanding
          anything to the contrary contained in Section 3.3 and without limiting
          CDF's  discretion  to determine  the  eligibility  of  Accounts,  upon
          receipt of each DR Summary  from Dealer,  CDF will hold as  ineligible
          any amount exceeding Five Hundred  Thousand  Dollars  ($500,000.00) of
          the potential off-set listed on such DR Summary. In the event that CDF
          does not  receive a DR Report in any  quarter,  the  entire  amount of
          Dealer's  deferred  service  revenue  will be  deemed  ineligible,  as
          reflected  on the most  recent  financial  statement  or other  report
          provided  by Dealer to CDF,  until such time as CDF  receives a new DR
          Report."

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

     All other  terms  and  provisions  of the AWF and BFA,  to the  extent  not
inconsistent  with the foregoing,  are ratified and remain unchanged and in full
force and effect.

     IN WITNESS WHEREOF,  each of Dealer and CDF have executed this Amendment on
this _____ day of ___________________, 2004.

                                               ePlus Technology, inc.
Attest:
                                               _________________________________
_________________________________              Steven J. Mencarini
Erica S. Stoecker, Secretary                   Chief Financial Officer


                                               GE COMMERCIAL DISTRIBUTION
                                               FINANCE CORPORATION

                                               _________________________________
                                               David Mintert
                                               Vice President of Operations