AMENDMENT TO COLLATERALIZED GUARANTY

     This  Amendment  to  Collateralized   Guaranty  is  made  to  that  certain
Collateralized   Guaranty  entered  into  by  and  between  ePlus  Group,   inc.
("Guarantor")  and GE Commercial  Distribution  Finance  Corporation  ("CDF") on
March 30, 2004, as amended ("Agreement").

     FOR VALUE  RECEIVED,  Guarantor  and CDF agree to amend  paragraph 6 of the
Agreement to provide as follows:

          "6. Security Interest. To secure payment of all Liabilities and all of
          Guarantor's  current  and  future  debts to CDF,  whether  under  this
          Guaranty  or any  current  or  future  guaranty  or  other  agreement,
          Guarantor   grants  CDF  a  security   interest  in  all  CDF-Financed
          inventory,  whether now owned or  hereafter  acquired,  all  accounts,
          chattel  paper,  rental or lease  payments and other amounts which are
          due or to become due to  Guarantor  arising  from the sale or lease of
          CDF-Financed inventory; all judgments,  claims, insurance policies and
          payments owed or made to Guarantor  thereon;  all rights  powers,  and
          remedies (but none of the duties or obligations,  if any) of Guarantor
          in  connection  therewith;  and all  proceeds of any of the  foregoing
          (collectively  "Collateral").  CDF's security interest shall extend to
          each item of CDF-Financed Inventory until such time as Dealer has been
          paid in full  for such  item of  CDF-Financed  Inventory.  All of such
          terms for which meanings are provided in the Uniform  Commercial  Code
          of the applicable  state, as the same may be amended,  are used herein
          with such meanings. "

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

     All  other  terms  as they  appear  in the  Agreement,  to the  extent  not
inconsistent  with the foregoing,  are ratified and remain unchanged and in full
force and effect.

     IN WITNESS  WHEREOF,  Guarantor  and CDF have  executed  this  Amendment to
Collateralized Guaranty this 14th day of November, 2005.


ATTEST:                                       ePlus Group, inc.

/s/ ERICA STOECKER                            By:/s/ STEVE MENCARINI
-----------------------------                    -------------------------------
Erica Stoecker, Secretary                        Steve Mencarini
                                                 Chief Financial Officer


                                              GE COMMERCIAL DISTRIBUTION FINANCE
                                              CORPORATION

                                              By:/s/ KEVIN M. O'HARA
                                                 -------------------------------
                                                 Kevin M. O'Hara
                                                 Director of Operations