THIRD AMENDMENT TO LOAN AGREEMENT




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                                                       - 7 -
         THIS THIRD AMENDMENT ("Amendment") made as of this 10th day of October,
2001 among MANCHESTER TECHNOLOGIES, INC., formerly known as Manchester Equipment
Co., Inc. a New York  corporation  having its principal place of business at 160
Oser   Avenue,   Hauppauge,   New  York  11788  (the   "Borrower"),   MANCHESTER
INTERNATIONAL  LTD.,  a New  York  corporation  having  its  principal  place of
business at 160 Oser Avenue,  Hauppauge,  New York 11788  ("International"  or a
"Guarantor"), MANTECH COMPUTER SERVICES, INC., a New York corporation having its
principal  place of  business  at 160 Oser  Avenue,  Hauppauge,  New York  11788
("ManTech" or a "Guarantor"),  MEC LEASING GROUP,  LTD., a New York  corporation
having its principal place of business at 160 Oser Avenue,  Hauppauge,  New York
11788  ("MEC"  or  a  "Guarantor"),  MANCHESTER  SOLUTIONS,  INC.,  a  New  York
corporation  having  its  principal  place  of  business  at  160  Oser  Avenue,
Hauppauge, New York 11788 ("Solutions" or a "Guarantor"),  ELECTROGRAPH SYSTEMS,
INC., a New York corporation  having its principal place of business at 160 Oser
Avenue,  Hauppauge,  New York 11788  ("Electrograph" or a "Guarantor"),  COASTAL
OFFICE  PRODUCTS,  INC., a Maryland  corporation  having its principal  place of
business  at  4812  Frankford  Avenue,  Baltimore,  MD  21206  ("Coastal"  or  a
"Guarantor"),  MEC SUPPORT  SERVICES,  INC., a New York  corporation  having its
principal place of business at 160 Oser Avenue, Hauppauge, New York 11788 ("MSS"
or a "Guarantor"),  CLOSE OUTS 4U.COM,  INC., a New York corporation  having its
principal  place of  business  at 160 Oser  Avenue,  Hauppauge,  New York  11788
("Close  Outs"  or a  "Guarantor"),  MEC  INTERNET  SERVICES,  INC.,  a New York
corporation  having  its  principal  place  of  business  at  160  Oser  Avenue,
Hauppauge,  New York 11788 ("MEC" or a "Guarantor"),  47 COMPUTERS.COM,  INC., a
New York corporation  having its principal place of business at 160 Oser Avenue,
Hauppauge, New York 11788 ("47 Computers" or a "Guarantor"), 4U.COM, INC., a New
York  corporation  having its  principal  place of business at 160 Oser  Avenue,
Hauppauge,  New York 11788 ("4U" or a "Guarantor"),  ALMOST NEW 4U.COM,  INC., a
New York corporation  having its principal place of business at 160 Oser Avenue,
Hauppauge,  New York 11788  ("Almost  New" or a  "Guarantor"),  ODD LOTS 4U.COM,
INC., a New York corporation  having its principal place of business at 160 Oser
Avenue,  Hauppauge,  New  York  11788  ("Odd  Lots"  or a  "Guarantor")  TEXPORT
TECHNOLOGY  GROUP,  INC., a New York  corporation  having its principal place of
business  at  106  Dispatch   Drive,   Rochester,   New  York  ("Texport"  or  a
"Guarantor"),  MARKETPLACE  4U.COM,  INC.,  a New York  corporation  having  its
principal  place of  business  at 160 Oser  Avenue,  Hauppauge,  New York  11788
("Marketplace"  or a "Guarantor"),  LEARNING  TECHNOLOGY  GROUP, LLC, a New York
limited liability company having its principal place of business at 106 Dispatch
Drive, Rochester, New York ("Learning" or a "Guarantor"), and DONOVAN CONSULTING
GROUP,  INC., a _________  corporation having its principal place of business at
510 Swanson Road,  Tyrone,  Georgia  30290  ("Donovan"  or a  "Guarantor"),  and
CITIBANK,  N.A.,  successor to European  American Bank,  having an office at 730
Veterans  Memorial Highway,  Hauppauge,  New York 11788 ("Citibank" or a "Bank")
and CITIBANK,  N.A., successor to European American Bank, as agent for the Banks
(the "Agent").

                                                W I T N E S S E T H :

         WHEREAS, the Borrower, the Guarantors,  the Agent and the Banks entered
into a Loan  Agreement  dated  as of the  25th day of  June,  1999,  which  Loan
Agreement has heretofore  been amended  pursuant to that certain First Amendment
dated as of August 14, 2000 and that certain Second  Amendment dated as of March
27, 2001 (as so amended, the "Agreement"); and

         WHEREAS,  the Banks have made loans to the  Borrower  as  evidenced  by
certain notes of the Borrower and specifying interest to be paid thereon; and

         WHEREAS, the Borrower has acquired Donovan; and

         WHEREAS,  Donovan is required pursuant to the terms of the Agreement to
become  a  party  to the  Agreement  and  to  guaranty  all  of  the  Borrower's
obligations thereunder; and

     WHEREAS, the Borrower has not dissolved its subsidiary  Marketplace 4U.com,
Inc. as contemplated in the Second Amendment to the Agreement; and

         WHEREAS the Borrower and the  Guarantors  have requested that the Agent
and the Banks agree to:

                  (i) extend the Maturity Date to January 31, 2005; and

                  (ii) amend certain financial covenants.

         NOW, THEREFORE, in consideration of Ten ($10.00) Dollars and other good
and  valuable  consideration,  the receipt and  sufficiency  of which are hereby
acknowledged,  the Borrower,  the Guarantors,  the Agent and the Banks do hereby
agree as follows:

     1. Defined Terms.  As used in this  Amendment,  capitalized  terms,  unless
otherwise defined, shall have the meanings set forth in the Agreement.



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     2.  Representations and Warranties.  As an inducement for the Agent and the
Banks to enter into this Amendment,  the Borrower and each Guarantor  represents
and warrants as follows:

     A. That with respect to the  Agreement and the Loan  Documents  executed in
connection therewith and herewith:

                           (i)  There  are  no   defenses   or  offsets  to  the
                  Borrower's or any Guarantor's  obligations under the Agreement
                  as amended  hereby,  the Notes or any of the Loan Documents or
                  any other  agreements in favor of the Banks referred to in the
                  Agreement,  and if any such  defenses or offsets exist without
                  the knowledge of the Borrower or any  Guarantor,  the same are
                  hereby waived.

                           (ii) All of the  representations  and warranties made
                  by the Borrower and any  Guarantor in the Agreement as amended
                  hereby are true and  correct in all  material  respects  as if
                  made on the date hereof, except for those made with respect to
                  a particular date, which such  representations  and warranties
                  are restated as of such date;  and  provided  further that the
                  representations and warranties set forth in Section 4.01(f) of
                  the  Agreement  shall  relate  to the  consolidated  financial
                  statements of the Borrower and its Consolidated Affiliates for
                  the fiscal  year ended  July 31,  2000 and the 9 month  fiscal
                  period ended April 30, 2001.

                         (iii)  As of  the  date  hereof,  there  are  no  Loans
                  outstanding.

         3. Amendment to EAB's Name.  All  references to European  American Bank
contained in the Agreement and the other Loan Documents  shall be deemed amended
to be  references  to the  name  "Citibank,  N.A."  and  all  references  to EAB
contained in the Agreement and the other Loan Documents  shall be deemed amended
to be references to the name "Citibank."

     4. Marketplace 4U.com, Inc. The Borrower's  subsidiary  Marketplace 4U.com,
Inc. has not been  dissolved  and remains a party to the  Agreement,  as amended
hereby.

     5. Donovan.  By the  execution of this  Amendment,  Donovan  agrees that it
shall be a party to the Agreement, as amended hereby.

     6. Amended Definitions. The definition of the term Maturity Date in Article
I of the Agreement is hereby amended to read as follows:

          "Maturity Date" means January 31, 2005.



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          7.  Amendments.  The  following  amendments  are  hereby  made  to the
     Agreement:

                  (a) Section 5.02(l) is hereby amended to read as follows:

                    "(l) Losses.  Incur a net loss for any fiscal year or in any
                    consecutive four (4) quarter period."


                  (b) Section 5.03(a) is hereby amended to read as follows:

                    "(a) Minimum  Consolidated  Tangible Net Worth. The Borrower
                    and its Consolidated Affiliates will maintain at all times a
                    Consolidated   Tangible   Net   Worth  of  not   less   than
                    $29,000,000.00,  to be  tested  at the  end of  each  fiscal
                    quarter."

               8. Effectiveness.  This Amendment shall become effective upon the
occurrence of the following  events and the receipt and  satisfactory  review by
the Agent and its counsel of the following documents:

                  (a) The Agent  shall  have  received  this  Amendment,  duly
executed by the Borrower and each Guarantor.

                  (b)  The  Agent  shall  have  received  copies  of any and all
modifications of the documentation  referred to in Section 3.01 of the Agreement
which could result in a Material Adverse Change.

                  (c)  The Agent shall have received an amendment and extension
fee in the amount of $37,500.00.

                  (d) The  Agent's  counsel  shall have been paid their fees and
disbursements in the amount of $____________ in connection with this Amendment.

                  (e) The Agent shall have  received  from Donovan an executed
Guaranty.

                  (f) The Agent shall have received  from Donovan  certified (as
of the date of this  Amendment)  copies  of the  resolutions  of the  Boards  of
Directors  and the  shareholders  of  Donovan,  authorizing  and  approving  the
Agreement as amended hereby, its Guaranty and any other Loan Document applicable
to it, and the execution,  delivery and performance thereof and certified copies
of all documents  evidencing  other necessary  corporate action and governmental
approvals, if any, with respect to the Agreement as amended hereby, its Guaranty
and the other Loan Documents.



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                  (g) The Agent shall have  received  from Donovan a certificate
of the Secretary  (attested to by another officer) of Donovan certifying (i) the
names and true  signatures  of the officer or officers of Donovan  authorized to
sign the Agreement as amended hereby,  its Guaranty and any other Loan Documents
to be delivered hereunder on behalf of Donovan; (ii) a copy of Donovan's by-laws
as  complete  and  correct  on the date of this  Agreement;  and (iii) the stock
ownership of Donovan.

                  (h) The Agent  shall  have  received  from  Donovan a true and
complete copy of its certificate of incorporation and all amendments thereto and
a  certificate  of existence  and good standing with respect to Donovan from the
Secretary  of State (or  equivalent  officer) of the state of  incorporation  of
Donovan and from the Secretary of State (or equivalent  officer) of any state in
which Donovan is authorized to do business.

                  (i) The Agent shall have received from the Borrower an amended
and restated  letter  setting forth the annual  administrative  fees as mutually
agreed between the Borrower and the Agent.

          9. Governing  Law. This Amendment  shall be governed by, and construed
in accordance with, the laws of the State of New York.

          10.  Counterparts.  This  Amendment  may be  executed in any number of
counterparts and by different parties hereto in separate  counterparts,  each of
which when so executed  shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

         11. Ratification. Except as hereby amended, the Agreement and all other
Loan Documents  executed in connection  therewith shall remain in full force and
effect in accordance  with their  originally  stated terms and  conditions.  The
Agreement  and all other Loan  Documents  executed in connection  therewith,  as
amended hereby, are in all respects ratified and confirmed.

                   REMAINDER OF PAGE INTENTIONALLY LEFT BLANK



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         IN WITNESS WHEREOF,  the parties hereto have executed this Amendment as
of the year and date first above written.

CITIBANK, N.A., as Agent

By:____________________________
   Name: Stuart N. Berman
   Title: Vice President

CITIBANK, N.A.

By:____________________________
   Name: Stuart N. Berman
   Title: Vice President

MANCHESTER TECHNOLOGIES, INC.

By:____________________________
   Name: Barry R. Steinberg
   Title: President

EACH OF THE GUARANTORS LISTED ON
SCHEDULE A HERETO

By:____________________________
   Name: Barry R. Steinberg
   Title: President

LEARNING TECHNOLOGY
GROUP, LLC

         By:      MANCHESTER TECHNOLOGIES, INC.

                  By:____________________________
                              Name: Barry R. Steinberg
                 Title: President



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                                                     SCHEDULE A

MANCHESTER INTERNATIONAL LTD.
MANTECH COMPUTER SERVICES, INC.
MEC LEASING GROUP, LTD.
MANCHESTER SOLUTIONS, INC.
ELECTROGRAPH SYSTEMS, INC.
COASTAL OFFICE PRODUCTS, INC.
MEC SUPPORT SERVICES, INC.
CLOSE OUTS 4U.COM, INC.
MEC INTERNET SERVICES, INC.
47 COMPUTERS.COM, INC.
4U.COM, INC.
ALMOST NEW 4U.COM, INC.
ODD LOTS 4U.COM, INC.
MARKETPLACE 4U.COM, INC.
TEXPORT TECHNOLOGY GROUP, INC.
DONOVAN CONSULTING GROUP, INC.