Non-Qualified STOCK OPTION AGREEMENT
                                    under the
                                   EPLUS INC.
               AMENDED AND RESTATED 1998 LONG-TERM INCENTIVE PLAN


                  Optionee: ______________________________________________

                  Number Shares Subject to Option:________________________

                  Exercise Price per Share:_______________________________

                  Date of Grant:__________________________________________


     1.  Grant of  Option.  ePlus  inc.  (the  "Company")  hereby  grants to the
Optionee named above (the "Optionee"), under the ePlus inc. Amended and Restated
1998 Long-Term  Incentive  Plan (the "Plan"),  a  Non-Qualified  Stock Option to
purchase,  on the terms and conditions set forth in this agreement (this "Option
Agreement"),  the number of shares  indicated  above of the Company's  $0.01 par
value common  stock (the  "Stock"),  at the  exercise  price per share set forth
above (the "Option").  Capitalized  terms used herein and not otherwise  defined
shall have the meanings assigned such terms in the Plan.

     2.  Vesting  of  Option.   Unless  the  exercisability  of  the  Option  is
accelerated  in  accordance  with Article 14 of the Plan,  the Option shall vest
(become  exercisable) 20% on the first  anniversary of the date of grant, 20% on
the second anniversary of the date of grant, and 20% on the third anniversary of
the  date  of  grant,  20% on  the  fourth  anniversary  and  20%  on the  fifth
anniversary of the date of grant.

     3. Period of Option and Limitations on Right to Exercise.  The Option will,
to the  extent  not  previously  exercised,  lapse  under  the  earliest  of the
following circumstances; provided, however, that the Committee may, prior to the
lapse of the Option under the circumstances described in paragraphs (b), (c) and
(d) below, provide in writing that the Option will extend until a later date:

          (a) The Option shall lapse as of 5:00 p.m., Eastern Time, on the fifth
     year and three  month  anniversary  of the date of grant  (the  "Expiration
     Date").

          (b)  The  Option  shall  lapse  three  months  after  the   Optionee's
     termination  of employment  or service as a director or consultant  for any
     reason other than the Optionee's  death or Disability;  provided,  however,
     that if the  Optionee's  employment or service is terminated by the Company
     for Cause, the Option shall lapse immediately.

          (c)  If  the  Optionee's  employment  or  service  as  a  director  or
     consultant  terminates by reason of Disability,  the Option shall lapse one
     year after the date of the Optionee's termination of employment or service.

          (d) If the Optionee  dies while  employed or otherwise in service as a
     director or  consultant,  or during the  three-month  period  described  in
     subsection (b) above or during the one-year period  described in subsection
     (c) above and before the Option  otherwise  lapses,  the Option shall lapse
     one year after the date of the Optionee's death. Upon the Optionee's death,
     the Option may be exercised by the Optionee's beneficiary.

     If the Optionee or his beneficiary exercises an Option after termination of
employment  or service,  the Option may be  exercised  only with  respect to the
shares that were otherwise vested on the Optionee's termination of employment or
service  (including vesting by acceleration in accordance with Article 14 of the
Plan).

     4.  Exercise of Option.  The Option shall be  exercised  by written  notice
directed to the Secretary of the Company at the principal  executive  offices of
the Company,  in  substantially  the form attached  hereto as Exhibit A, or such
other form as the Committee may approve.  If the person exercising the Option is
not the  Optionee,  such person  shall also  deliver with the notice of exercise
appropriate  proof of his or her  right  to  exercise  the  Option.  Unless  the
exercise is a  broker-assisted  "cashless  exercise"  as described  below,  such
written  notice shall be  accompanied  by full payment in cash,  shares of Stock
previously   acquired  by  the  Optionee  (which  shares  may  be  delivered  by
attestation or actual delivery of one or more certificates),  or any combination
thereof,  for the number of shares  specified in such written notice;  provided,
however, that if shares of Stock are used to pay the exercise price, such shares
must have been held by the  Optionee  for at least six  months.  The Fair Market
Value of the surrendered  Stock as of the last trading day immediately  prior to
the exercise date shall be used in valuing Stock used in payment of the exercise
price. To the extent  permitted under Regulation T of the Federal Reserve Board,
and subject to applicable securities laws, the Option may be exercised through a
broker in a so-called  "cashless  exercise"  whereby the broker sells the Option
shares  and  delivers  cash  sales  proceeds  to the  Company  in payment of the
exercise  price.  In such case,  the date of exercise  shall be deemed to be the
date on which  notice of exercise  is  received by the Company and the  exercise
price shall be delivered to the Company on the settlement date.

     Subject to the terms of this Option Agreement,  the Option may be exercised
at any time and  without  regard to any other  option  held by the  Optionee  to
purchase  stock of the Company.  No  fractional  shares of Stock shall be issued
upon exercise of the Option.

     5.  Beneficiary  Designation.  The  Optionee,  by  written  notice  to  the
Commmittee, may designate one or more persons (and from time to time change such
designation)  including the Optionee's legal  representative,  who, by reason of
the  Optionee's  death,  shall acquire the right to exercise all or a portion of
the Option. If no beneficiary has been designated or survives the Optionee,  the
Option may be exercised by the personal representative of the Optionee's estate.
If the person  with  exercise  rights  desires to  exercise  any  portion of the
Option,  such person must do so in accordance  with the terms and  conditions of
this Agreement and the Plan.

     6.  Withholding.  The Company has the  authority and the right to deduct or
withhold,  or require the Optionee to remit to the Company, an amount sufficient
to satisfy  federal,  state,  and local taxes  (including  the  Optionee's  FICA
obligation)  required by law to be withheld  with  respect to any taxable  event
arising as a result of the exercise of the Option. Such withholding  requirement
may be  satisfied,  in whole or in part,  at the  election  of the  Company,  by
withholding  from the Option  shares of Stock  having a Fair Market Value on the
date of  withholding  equal to the minimum  amount (and not any greater  amount)
required to be withheld for tax purposes, all in accordance with such procedures
as the Committee establishes.

     7. Limitation of Rights.  The Option does not confer to the Optionee or the
Optionee's  personal  representative  any rights of a shareholder of the Company
unless and until shares of Stock are in fact issued to such person in connection
with  the  exercise  of the  Option.  Nothing  in this  Option  Agreement  shall
interfere  with or limit in any way the right of the  Company  or any  Parent or
Subsidiary to terminate the Optionee's  service at any time, nor confer upon the
Optionee  any right to  continue  in the service of the Company or any Parent or
Subsidiary.

     8. Stock  Reserve.  The Company  shall at all times during the term of this
Option  Agreement  reserve and keep  available such number of shares of Stock as
will be sufficient to satisfy the requirements of this Option Agreement.

     9. Optionee's Covenant.  The Optionee hereby agrees to use his best efforts
to provide  services to the Company in a  workmanlike  manner and to promote the
Company's interests.

     10.  Restrictions  on Transfer  and Pledge.  The Option may not be pledged,
encumbered,  or  hypothecated to or in favor of any party other than the Company
or a Parent or Subsidiary,  or be subject to any lien, obligation,  or liability
of the  Optionee  to any  other  party  other  than the  Company  or a Parent or
Subsidiary.  The Option is not assignable or  transferable by the Optionee other
than by will or the laws of descent and distribution;  provided,  however,  that
the  Committee  may (but need not) permit other  transfers  where the  Committee
concludes that such  transferability (i) does not result in accelerated taxation
and (ii) is otherwise appropriate and desirable, taking into account any factors
deemed  relevant,   including  without  limitation,  state  or  federal  tax  or
securities laws applicable to transferable  options. The Option may be exercised
during the  lifetime  of the  Optionee  only by the  Optionee  or any  permitted
transferee.


                                       -2-

     11.  Restrictions  on  Issuance  of Shares.  If at any time the Board shall
determine in its discretion, that listing,  registration or qualification of the
shares of Stock covered by the Option upon any securities  exchange or under any
state or federal law, or the consent or approval of any governmental  regulatory
body,  is  necessary  or desirable as a condition to the exercise of the Option,
the  Option  may not be  exercised  in whole or in part  unless  and until  such
listing,  registration,  qualification,  consent  or  approval  shall  have been
effected or obtained free of any conditions not acceptable to the Board.

     12. Plan Controls.  The terms contained in the Plan are  incorporated  into
and made a part of this  Option  Agreement  and this Option  Agreement  shall be
governed  by and  construed  in  accordance  with the Plan.  In the event of any
actual or alleged conflict between the provisions of the Plan and the provisions
of this Option  Agreement,  the provisions of the Plan shall be controlling  and
determinative.

     13.  Successors.  This Option Agreement shall be binding upon any successor
of the Company,  in accordance  with the terms of this Option  Agreement and the
Plan.

     14.  Severability.  If any one or more of the provisions  contained in this
Option Agreement are invalid, illegal or unenforceable,  the other provisions of
this Option Agreement will be construed and enforced as if the invalid,  illegal
or unenforceable provision had never been included.

     15. Notice.  Notices and communications under this Option Agreement must be
in writing and either  personally  delivered or sent by  registered or certified
United States mail, return receipt  requested,  postage prepaid.  Notices to the
Company must be addressed to:

         ePlus inc.
         13595 Dulles Technology Drive
         Herndon, VA 20171
         Attn: Secretary

or any other  address  designated  by the  Company  in a  written  notice to the
Optionee.  Notices  to the  Optionee  will be  directed  to the  address  of the
Optionee then currently on file with the Company,  or at any other address given
by the Optionee in a written notice to the Company.

     IN WITNESS WHEREOF,  ePlus inc.,  acting by and through its duly authorized
officers,  has caused this Option Agreement to be executed, and the Optionee has
executed this Option Agreement, all as of the day and year first above written.

                                   ePlus inc.

                                   By:__________________________________________
                                   Name:
                                   Title:

                                   Date:________________________________________


                                   OPTIONEE:____________________________________

                                   Date:________________________________________




                                    EXHIBIT A

                    NOTICE OF EXERCISE OF OPTION TO PURCHASE
                                 COMMON STOCK OF
                                   EPLUS INC.

                                             Name:    __________________________
                                             Address: __________________________
                                             Date:    __________________________

ePlus inc.
13595 Dulles Technology Drive
Herndon, VA 20171
Attention: Secretary


Re:      Exercise of Non-Qualified Stock Option
         under the ePlus inc. Amended and Restated 1998 Long-Term Incentive Plan

     I elect to purchase ______________ shares of the Common Stock of ePlus inc.
("ePlus")  pursuant  to my Stock  Option  Agreement  dated  ______________.  The
exercise price of the Option is $_______ per share.

     The  purchase  will take place on the Exercise  Date,  which will be (i) as
soon as  practicable  following the date of this notice and all other  necessary
forms and payments are received by ePlus,  unless I specify a later date (not to
exceed  30 days  following  the date of this  notice),  or (ii) in the case of a
broker-assisted cashless exercise (as indicated below), the date of this notice.

     I  acknowledge  that I am not entitled to receive any shares of ePlus Stock
until I have (i)  paid the  exercise  price  in full and (ii)  satisfied  my tax
withholding obligations, in one of the methods permitted below.

     1. Payment of Exercise  Price.  On or before the Exercise  Date (or, in the
case of a broker-assisted  cashless  exercise,  on the settlement date following
the Exercise  Date),  I will pay the full exercise  price in the form  specified
below (check one):

     [ ] Cash Only:  by delivering a check to ePlus for  $___________, which  is
         the full amount of the exercise price.

     [ ] Cash and Shares: by delivering a check to ePlus for $_________ for part
         of  the  exercise  price.  I will  pay  the  balance  of  the  exercise
         price  by delivering to ePlus shares of ePlus  Stock  that I have owned
         for at least six months,  which shares have a Fair Market  Value as  of
         the Exercise Date  equal to the  balance of the  exercise price of  the
         Option. (Such delivery may be made by attestation of my ownership or by
         actual  delivery  of  one or  more stock certificates duly endorsed for
         transfer.) If the number  of shares of  such ePlus  Stock so  delivered
         exceeds the number needed to pay the exercise  price, ePlus  will issue
         me a new stock certificate for the excess.

     [ ] Shares Only:  by  delivering to ePlus shares of ePlus Stock that I have
         owned for at least six months, which shares have a Fair Market Value as
         of the Exercise Date  equal to the full  exercise price of  the Option.
         (Such delivery may be made by  attestation of my ownership or by actual
         delivery of one or more stock certificates duly endorsed for transfer.)
         If the number of shares of s uch ePlus Stock so  delivered exceeds  the

         number  needed to pay the exercise price, ePlus  will issue  me  a  new
         stock certificate for the excess.

     [ ] Cash From Broker:  by  delivering the  exercise price  and the required
         tax withholding amount from ________________________________, a broker,
         dealer or other "creditor" as  defined by Regulation T  issued by  the
         Board  of  Governors  of the  Federal  Reserve  System (the  "Broker").
         I authorize  ePlus to (i) create an account for me with the Broker into
         which  the  Option  shares  shall  be  delivered,  (ii)  issue a  stock
         certificate in my name for the number of  shares  indicated above,  and
         (iii) deliver such stock certificate directly to the Broker for deposit
         into my  account upon receiving the exercise price and the required tax
         withholding amount from the Broker.

     2. Withholding Taxes. On or before the Exercise Date, I will satisfy my tax
withholding obligations in the form specified below (check one):

     [ ] Cash Only:  by delivering a check to ePlus for the full tax withholding
         amount.

     [ ] Cash and  Shares:  by  delivering  a check to ePlus for part of the tax
         withholding  amount.  I  will pay  the balance  of  the tax withholding
         amount by  delivering to ePlus  shares of ePlus Stock that I have owned
         for at least six  months, which  shares have  a Fair Market Value as of
         the Exercise Date equal to the balance of the required tax  withholding
         amount. (Such delivery may be made by attestation of my ownership or by
         actual delivery of one or  more stock  certificates  duly  endorsed for
         transfer.) If the number of shares of ePlus Stock so delivered  exceeds
         the number needed to  pay the tax  withholding amount, ePlus will issue
         me a new stock certificate for the excess.

     [ ] Shares Only:  by  delivering to ePlus shares of ePlus Stock that I have
         owned for at least six months, which shares have a Fair Market Value as
         of the Exercise  Date  equal to the  required tax  withholding  amount.
         (Such delivery may be made by  attestation  of  ownership or by  actual
         delivery of one or more stock certificates duly endorsed for transfer.)
         If the number of shares of ePlus Stock so delivered  exceeds the number
         needed to pay the tax  withholding amount,  ePlus will  issue me a  new
         stock certificate for the excess.

     [ ] Withholding  of Shares to Cover  Minimum  Obligation:  by having  ePlus
         withhold  shares of Stock from the Option having a Fair Market Value on
         the  date  of  withholding equal  to the  minimum  amount (and  not any
         greater amount) required to be withheld for tax purposes.

     [ ] Cash From  Broker:  I elected  under  Paragraph 1 of this notice to pay
         BOTH the exercise price of the Option and the  required tax withholding
         amount in a broker-assisted cashless exercise.

Please  deliver  the stock  certificate  to me (unless I have  chosen to pay the
exercise price and tax withholding through a broker).

                                Very truly yours,


                                _________________

AGREED TO AND ACCEPTED:

ePlus inc.


                                      -5-

By: ___________________________________

Title: __________________________________

Number of Option Shares
Exercised: ______________________________

Number of Option Shares
Remaining: _____________________________

Date: _________________________________





























                                      -6-