f_exh.htm


    AMENDMENT
      TO AGREEMENT FOR WHOLESALE FINANCING

    AND
      BUSINESS FINANCING AGREEMENT

     

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

     

        FOR
      VALUE
      RECEIVED, CDF and Dealer agree as follows:

     

    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 Thirty Million Dollars ($30,000,000);provided,
                however, that at no time will the principal amount outstanding under
                the
                Accounts Receivable Facility and Dealer's inventory floorplan credit
                facility with CDF exceed, in the aggregate, One Hundred Twenty
                Five Million Dollars ($125,000,000).  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 One Hundred Twenty Five
                Million Dollars ($125,000,000.00); provided, however, that at no
                time will the principal amount outstanding under Dealer's inventory
                floorplan credit facility with CDF and Dealer's Accounts Receivable
                Facility exceed, in the aggregate, One Hundred Twenty Five Million
                Dollars ($125,000,000.00).  CDF's decision to advance
                funds will not be binding until the funds are actually
                advanced.

            	 


    

     

    2. 
      Section 3.2 of the BFA is hereby amended to read as follows and, to the extent
      applicable, the following provision shall also amend the AWF:

     

    
      	
              "3.2 
Available
                Credit;
                Paydown.  On receipt of each Schedule, CDF will credit
                Dealer with such amount as CDF may deem advisable up to the remainder
                of
                (i) (a) eighty-five percent (85%) of the net amount of
                eligible Government Accounts listed on such Schedule plus (b)
                eighty-five percent (85%) of the net amount of Dealer's
                eligible Non-Government Accounts listed on such Schedule plus (c)
                eighty-five percent (85%)  of the net amount of
                eligible Intercompany Lease Receivables (as defined below) listed
                in such
                schedule up to a maximum of Four Million Dollars ($4,000,000) (the
                amount
                determined by adding §3.2(i)(a)
                plus
                §3.2(i)(b) plus §3.2(i)(c) is referred to herein as the 'Eligible
                Credit'), minus (ii) the amount of Dealer's SPP Deficit (as defined
                below) under Dealer's Agreement for Wholesale Financing (the 'AWF')
                with
                CDF as in effect from time to time (the amount determined by subtracting
                §3.2(ii) from §3.2(i) is referred to herein as the 'Available
                Credit').
 	 
	
              Dealer's
                'SPP Deficit' shall mean the product
                of (i) the percentage determined by dividing (a) the amount, if any,
                by
                which Dealer's total current outstanding indebtedness to CDF under
                the AWF
                as of the date of the Inventory Report (as defined below) exceeds
                the
                Inventory Value (as defined below) as determined by, and as of the
                date
                of, the Inventory Report, by (b) Dealer's total current outstanding
                indebtedness to CDF under the AWF as of the date of the Inventory
                Report,
                multiplied by  (ii) the from time to time outstanding indebtedness of
                Dealer to CDF under the AWF.  Such SPP Deficit, if any, will remain
                in effect for purposes of this Agreement until the preparation and
                delivery by Dealer to CDF of a new Inventory Report.  Dealer will
                forward to CDF by the tenth (10th) day of
                every month an Inventory Report dated as of the last day of the prior
                month which specifies the total aggregate wholesale invoice price
                of all
                of Dealer's inventory that is unsold and in Dealer's possession and
                control as of the date of the Inventory Report.
 	 


    

     

    
      
        
        

      

      
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              The
                term Inventory Value is defined herein to
                mean one hundred percent (100%) of the total aggregate
                wholesale invoice price of all of Dealer's inventory financed by
                CDF under
                the AWF that is unsold and in Dealer's possession and control as
                of the
                date of the Inventory Report and to the extent that CDF has a first
                priority, fully perfected security interest therein; excluding therefrom
                (i) all inventory drop shipped from Dealer's vendors directly to
                Dealer's
                customers; (ii) all inventory in Dealer's possession that is subject
                to
                returned merchandise authorizations issued by Dealer's vendors; and
                (iii)
                all inventory that has been owned by Dealer for more than one hundred
                eighty (180) days from the invoice date.
 	 
	
              In
                addition, if Dealer's outstanding loans
                under Dealer's accounts receivable credit facility as set forth in
                Section 2.1 of this Agreement at any time exceed Dealer's Available
                Credit, Dealer will immediately pay to CDF an amount not less than
                the
                difference between (i) Dealer's outstanding loans under Dealer's
                accounts
                receivable credit facility as set forth in Section 2.1 of this
                Agreement, and (ii) Dealer's Available Credit.
 	 
	
              Furthermore,
                as an amendment to the AWF, in the
                event Dealer's SPP Deficit exceeds at any time (i) Dealer's Eligible
                Credit, minus (ii) Dealer's outstanding loans under Dealer's
                accounts receivable credit facility as set forth in Section 2.1 of
                this Agreement, Dealer will immediately pay to CDF, as a reduction
                of
                Dealer's total current outstanding indebtedness to CDF under the
                AWF, the
                difference between (i) Dealer's SPP Deficit, and (ii)(a) Dealer's
                Eligible
                Credit, minus (b) Dealer's outstanding loans under Dealer's
                accounts receivable credit facility as set forth in Section 2.1 of
                this Agreement.  CDF will loan Dealer, on request, such amount so
                credited or a part thereof as requested provided that at no time
                will such
                outstanding loans exceed Dealer's maximum accounts receivable credit
                facility as set forth in Section 2.1 of this Agreement.  No
                advances or loans need be made by CDF if Dealer is in
                Default."

            	 


    

    
 

    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, Dealer and CDF have executed this Amendment on this 
29th 
      day of October , 2007.

                                                                                       

    
      
        	 	EPLUS
                TECHNOLOGY, INC.
	 	 
	 	By:  
                /s/ Steven
                J. Mencarini, CFO
	 	        
                Steven J. Mencarini, Chief Financial
                Officer


      

    

                                                                          
      

     

    
      
        	 	
                GE
                  COMMERCIAL DISTRIBUTION FINANCE 

                CORPORATION

              
	 	 
	 	By:   
                /s/ David Mintert 
	 	         
                David Mintert, Vice President of
                Operations 


      

    

     

                                                        

    
      
        
        

      

      
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