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.

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     IN WITNESS WHEREOF,  each of Dealer and CDF have executed this Amendment on
this day of August 13, 2004.

                                    ePlus Technology, inc.
Attest:

                                    /s/ STEVEN J. MENCARINI
                                    --------------------------------------------
/s/ ERICA S. STOECKER               Steven J. Mencarini
---------------------               Chief Financial Officer
Erica S. Stoecker, Secretary





                                    GE COMMERCIAL DISTRIBUTION
                                    FINANCE CORPORATION

                                    /s/ DAVID MINTERT
                                    --------------------------------------------
                                    David Mintert
                                    Vice President of Operations




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