PARTICIPATION AGREEMENT
                             -----------------------

                      ePLUS, INC. SUPPLEMENTAL BENEFIT PLAN



As  provided  in  the  above-referenced  Plan  dated  February  23,  2005,  you,
_________________________,  are hereby invited to participate.  By accepting the
invitation to participate in the Plan,  you  acknowledge  that you have read the
Plan,  understand its terms,  understand  that benefits will be paid pursuant to
the Plan only under the circumstances described therein, understand that you are
a general  unsecured  creditor of ePlus, Inc. with respect to the benefits to be
paid  pursuant to the Plan,  and that you have no  interest  in specific  assets
owned by ePlus, Inc.

I hereby accept the invitation of ePlus, Inc. to participate in its Supplemental
Benefit Plan.




__________________________________          ________________________________
Participant                                 Witness


For purposes of this Plan,  I hereby  designate  the  following  beneficiary  or
beneficiaries:


__________________________________
Beneficiary


If the  above-named  Beneficiary  is not alive or otherwise  in  existence  when
payments  are  first  due to be made  under the  Plan,  I hereby  designate  the
following contingent Beneficiary or Beneficiaries:



__________________________________
Contingent Beneficiary