- 6 -


                       FOURTH AMENDMENT TO LOAN AGREEMENT


THIS FOURTH AMENDMENT ("Amendment") made as of this 30th day of July, 2002 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 40 Marcus  Boulevard,
Hauppauge,  New York 11788  ("Electrograph"  or a  "Guarantor"),  COASTAL OFFICE
PRODUCTS, INC., a Maryland corporation having its principal place of business at
160 Oser Avenue,  Hauppauge,  New York 11788  ("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  160  Oser  Avenue,
Hauppauge,  New York 11788  ("Texport" or a  "Guarantor"),  MARKETPLACE  4U.COM,

                                     - 1 -
<PAGE>

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 160 Oser Avenue, Hauppauge, New York 11788 ("Learning" or a
"Guarantor"),  DONOVAN CONSULTING GROUP, INC., a Delaware corporation having its
principal  place  of  business  at  510  Swanson  Road,  Tyrone,  Georgia  30290
("Donovan" or a "Guarantor") and e.TRACK SOLUTIONS, INC., a New York corporation
with its  principal  place of business at 160 Oser Avenue,  Hauppauge,  New York
11788  ("e.track" 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,  that certain Second  Amendment  dated as of March 27, 2001 and
that certain Third  Amendment  dated as of October 10, 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 formed  e.track as a subsidiary of the Borrower;
and

     WHEREAS,  e.track 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 and the  Guarantors  have requested that the Agent and
the Banks agree to:

     (i) increase the permitted stock repurchase  amount to the aggregate sum of
$3,500,000.00; and

     (ii)  increase  permitted  annual  Consolidated   Capital  Expenditures  to
$3,000,000.00.

     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:

                                     - 2 -
<PAGE>


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

     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,
     2001 and the 9 month fiscal period ended April 30, 2002.

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

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

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

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

     "(o) Dividends, Etc. Declare or pay any dividends, purchase, redeem, retire
     or  otherwise  acquire for value any of its capital  stock now or hereafter
     outstanding,  or make any  distribution  of assets to its  stockholders  as
     such,  whether in cash,  assets,  or in  obligations of the Borrower or any
     Guarantor;  or allocate or  otherwise  set apart any sum for the payment of

                                     - 3 -
<PAGE>

     any  dividend  or  distribution  on,  or for the  purchase,  redemption  or
     retirement  of  any  shares  of  its  capital  stock;  or  make  any  other
     distribution  by  reduction of capital or otherwise in respect of any share
     of its  capital  stock;  provided,  however,  that as long as no Default or
     Event of Default  then exists or would result  therefrom,  the Borrower may
     repurchase,  during the term of this Agreement, not more than $3,500,000.00
     of its outstanding common stock in open market transactions."

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

     "(b) Consolidated Capital  Expenditures.  The Borrower,  the Guarantors and
     their  respective   Subsidiaries   will  not  make   Consolidated   Capital
     Expenditures  (exclusive of amounts  allocated to capital  assets  acquired
     pursuant  to a Permitted  Acquisition)  in excess of  $3,000,000.00  in the
     aggregate during any fiscal year."

     5. 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  fee in the  amount of
$1,500.00.

     (d) The Agent's  counsel shall have been paid their fees and  disbursements
in the amount of $1,000.00 in connection with this Amendment.

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

     (f) The Agent shall have received from e.track certified (as of the date of
this  Amendment)  copies of the  resolutions  of the Boards of Directors and the
shareholders  of e.track,  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.

                                     - 4 -
<PAGE>


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

     (h) The Agent shall have  received from e.track 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 e.track from the Secretary of State
(or equivalent  officer) of the state of  incorporation  of e.track and from the
Secretary  of State (or  equivalent  officer)  of any state in which  e.track is
authorized to do business.

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

     7.  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.

     8. 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

                                     - 5 -
<PAGE>


     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: S/ Stuart N. Berman
    --------------------
   Name: Stuart N. Berman
   Title: Vice President

CITIBANK, N.A.

By: S/ Stuart N. Berman
    -------------------
   Name: Stuart N. Berman
   Title: Vice President

MANCHESTER TECHNOLOGIES, INC.

By: S/ Barry R. Steinberg
    ---------------------
   Name: Barry R. Steinberg
   Title: Chief Executive Officer

EACH OF THE GUARANTORS LISTED ON
SCHEDULE A HERETO

By: S/ Barry R. Steinberg
    ---------------------
   Name: Barry R. Steinberg
   Title: Chief Executive Officer

LEARNING TECHNOLOGY
GROUP, LLC

         By:      MANCHESTER TECHNOLOGIES, INC., Member

                  By:  S/ Barry R. Steinberg
                       ---------------------
                     Name: Barry R. Steinberg
                 Title: Chief Executive Officer

                                     - 6 -
<PAGE>


                                                     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.
E.TRACK SOLUTIONS, INC.

                                     - 7 -
<PAGE>

                                                       - 12 -

                                GENERAL GUARANTEE
                                  (Corporation)

Garden City, New York                                       as of July 30, 2002

     FOR VALUE  RECEIVED,  and in  consideration  of loans made or to be made or
credit  otherwise  extended or to be extended by  CITIBANK,  N.A.,  successor to
European  American  Bank  ("Citibank")  (Citibank  being a  "Bank"  and the term
"Banks" also  referring to one or more other  Persons  which may become  lenders
under the Loan Agreement  described  below) and in further  consideration of any
loans or other  credit to be extended  by Citibank in its  capacity as the Agent
under the Loan Agreement described below (the "Agent"), to or for the account of
E.TRACK  SOLUTIONS,  INC. (the "Borrower") from time to time and at any time and
for other good and  valuable  consideration  and to induce  the Banks,  in their
discretion,  to make or commit  to make  such  loans or  extensions  of  credit,
including,  but not limited to, the Loans, as defined in the Loan Agreement (the
"Extensions  of  Credit"),  and to  make or  grant  such  renewals,  extensions,
releases of collateral or relinquishments of legal rights as to the Agent or the
Banks may seem  advisable,  each of  MANCHESTER  TECHNOLOGIES,  INC., a New York
corporation  having  its  principal  place  of  business  at  160  Oser  Avenue,
Hauppauge, New York 11788, MANCHESTER INTERNATIONAL LTD., a New York corporation
having its principal place of business at 160 Oser Avenue,  Hauppauge,  New York
11788,  MEC LEASING  GROUP,  LTD., a New York  corporation  having its principal
place of business at 160 Oser Avenue, Hauppauge, New York, MANCHESTER SOLUTIONS,
INC., a New York corporation  having its principal place of business at 160 Oser
Avenue,  Hauppauge, New York, ELECTROGRAPH SYSTEMS, INC., a New York corporation
having its principal place of business at 40 Marcus Blvd.,  Hauppauge,  New York
11788,  COASTAL  OFFICE  PRODUCTS,  INC.,  a  Maryland  corporation  having  its
principal place of business at 160 Oser Avenue,  Hauppauge,  New York 11788, MEC
SUPPORT  SERVICES,  INC., a New York  corporation  having its principal place of
business at 160 Oser Avenue, Hauppauge, New York 11788, CLOSE OUTS 4U.COM, INC.,
a New York  corporation  having  its  principal  place of  business  at 160 Oser
Avenue,  Hauppauge,  New York 11788,  MEC  INTERNET  SERVICES,  INC., a New York
corporation  having  its  principal  place  of  business  at  160  Oser  Avenue,
Hauppauge, New York 11788, 47 COMPUTERS.COM, INC., a New York corporation having
its principal place of business at 160 Oser Avenue,  Hauppauge,  New York 11788,
MARKETPLACE  4U.COM,  INC., a New York corporation having its principal place of

                                      - 1-
<PAGE>

business at 160 Oser Avenue, Hauppauge, New York 11788, 4U.COM, INC., a New York
corporation  having  its  principal  place  of  business  at  160  Oser  Avenue,
Hauppauge,  New York 11788,  ALMOST NEW  4U.COM,  INC.,  a New York  corporation
having its principal place of business at 160 Oser Avenue,  Hauppauge,  New York
11788, ODD LOTS 4U.COM,  INC., a New York corporation having its principal place
of business at 160 Oser Avenue,  Hauppauge,  New York 11788,  TEXPORT TECHNOLOGY
GROUP,  INC., a New York  corporation  having its principal place of business at
160 Oser Avenue,  Hauppauge,  New York 11788,  DONOVAN CONSULTING GROUP, INC., a
Delaware corporation having its principal place of business at 510 Swanson Road,
Tyrone,  Georgia 30290 and LEARNING  TECHNOLOGY  GROUP,  LLC, a New York limited
liability  company  having its  principal  place of business at 160 Oser Avenue,
Hauppauge,  New York 11788 (hereinafter jointly and severally referred to as the
"Guarantor"),  absolutely  and  unconditionally  guarantees to the Banks and the
Agent,  their  respective  successors,  endorsees  and  assigns,  the prompt and
complete payment when due, whether by acceleration or otherwise,  of all present
or future  obligations  and  liabilities of any and all kinds of the Borrower to
any of the Banks or the Agent and of all instruments of any nature evidencing or
relating to any such  obligations and liabilities upon which the Borrower or one
or more parties and the Borrower is or may become  liable to any of the Banks or
the  Agent,  whether  incurred  by the  Borrower  as  maker,  indorser,  drawer,
acceptor,  guarantor,  accommodation party, counterparty,  purchaser,  seller or
otherwise,  and whether due or to become due, secured or unsecured,  absolute or
contingent,  joint and/or several,  and howsoever or whenever acquired by any of
the Banks or the Agent and whether  incurred  pursuant to or in connection  with
that  certain  Loan  Agreement  dated as of June 25,  1999 among the Agent,  the
Banks,  the  Borrower,  the  Guarantor  and  others,  which Loan  Agreement  has
heretofore  been amended  pursuant to that certain First  Amendment  dated as of
August 14, 2000, that certain Second  Amendment dated as of March 27, 2001, that
certain  Third  Amendment  dated as of October 10, 2001 and that certain  Fourth
Amendment  of even date  herewith  (as so amended and as may be further  amended
from time to time, the "Loan  Agreement") (all of which are herein  collectively
referred  to  as  the  "Obligations"),   whether  due  or  to  become  due,  and
irrespective of the genuineness,  validity,  regularity,  discharge,  release or
enforceability of such Obligations,  or of any instrument  evidencing any of the
Obligations or of any collateral  therefor or of the existence or extent of such
                                     - 2 -
<PAGE>

collateral  or of the  obligation  of the  Guarantor  under this  Guaranty.  The
Obligations  shall  include  interest  accruing  thereon  before  or  after  the
commencement  of any  insolvency,  bankruptcy  or  reorganization  proceeding in
respect of the Borrower or any other guarantor of the Obligations whether or not
such interest is an allowable claim in any such  proceeding and  irrespective of
the  discharge  or  release  of the  Borrower  or any  other  guarantor  in such
proceeding.  Capitalized  terms used herein  without  definition  shall have the
meanings given such terms in the Loan Agreement.

     1. The Guarantor hereby agrees that the Agent may enforce the provisions of
this  Guaranty for itself and/or on behalf of the Banks.  The  Guarantor  hereby
further  agrees that the Agent or any of the Banks may at any time and from time
to time,  either  before or after the  maturity  thereof,  without  notice to or
reservation of rights against or further consent of the Guarantor (i) extend the
time of payment  of,  change the amount of,  exchange,  release,  substitute  or
surrender any collateral for, renew or extend any of the Obligations or increase
the interest rate thereon or (ii) make any  agreement  with the Borrower or with
any other guarantor of the Obligations or any other party to or person liable on
any of the  Obligations,  or interested  therein,  or with any  hypothecator  of
collateral for the Obligations, for the extension, renewal, payment, compromise,
discharge or release  thereof,  in whole or in part, or for any  modification of
the terms thereof or of any agreement  between the Agent and/or any of the Banks
and the Borrower or any such other party or person.  The  Guarantor  agrees that
this Guaranty shall not be impaired or otherwise affected by any failure to call
for, take, hold,  protect or perfect,  continue the perfection of or enforce any
security interest in or other lien upon, any collateral for the Obligations,  or
by  any  failure  to  exercise,  delay  in  the  exercising  or  waiver  of,  or
forebearance  with  respect to, any right or remedy  available to the Agent with
respect to the Obligations.  Any of the foregoing shall not in any way impair or
affect this Guaranty or the obligation of the Guarantor hereunder.

     2. The  Guarantor  hereby  acknowledges  that it has  derived or expects to
derive a financial or other benefit from each and every  Obligation  incurred by
the  Borrower  to the Agent or any of the  Banks  reasonably  equivalent  to the
obligation of the Guarantor hereunder.

                                     - 3 -
<PAGE>


     3. The Guarantor  waives  notice of the  acceptance of this Guaranty and of
the making of any such loans or  extensions  of credit or the  incurrence of any
Obligation,  presentment to or demand of payment from anyone  whomsoever  liable
upon any of the  Obligations,  protest,  notice of  presentment,  non-payment or
protest and notice of any sale or other  disposition  of collateral  security or
any default of any sort.

     4. To secure the  liabilities  of the Guarantor  under this  Guaranty,  the
Guarantor  hereby grants to the Agent and each of the Banks a security  interest
in and a lien  upon all  personal  property  of the  Guarantor  or in which  the
Guarantor may have an interest  which is now or may at any time  hereafter  come
into the  possession  or control  of the Agent or any of the  Banks,  (including
property  held by the Agent or any of the Banks in a fiduciary  capacity)  or of
any third  party  acting on their  behalf  (the  "Collateral"),  whether for the
express  purpose  of being  used by the Agent or any of the Banks as  collateral
security or for  safekeeping  or for any other or different  purpose,  including
such  personal  property as may be in transit by mail or carrier for any purpose
or covered or affected by any documents in the Agent's or any Bank's  possession
or control,  or in the possession or control of any third party acting on behalf
of the Agent or any of the Banks,  or any  collateral  which  secures  any other
obligations  of the  Guarantor to the Agent or any of the Banks.  The  Guarantor
hereby  authorizes  the  Agent or any of the Banks in their  discretion,  at any
time, to  appropriate  and apply upon any of their  liabilities of the Guarantor
under this Guaranty any such property of the Guarantor and to charge any of such
liabilities  against any  balance of any  account  standing to the credit of the
Guarantor  on the  books  of the  Agent  or any of the  Banks.  To  satisfy  the
liabilities of the Guarantor under this Guaranty,  the Agent and the Banks shall
have,  in addition to all other rights and  remedies  allowed by law, the rights
and remedies of a secured party under the Uniform  Commercial  Code as in effect
in the State of New York at the date hereof and, without limiting the generality
of the  foregoing,  the  Agent or any Bank may  immediately,  without  demand of
performance  and without  notice of intention to sell or otherwise to dispose of
or of the time or place of sale or of  redemption  or  other  notice  or  demand
whatsoever to the Guarantor,  all of which are hereby expressly  waived,  to the
extent  permitted by law, and without  advertisement,  sell at public or private
sale,  grant options to purchase or otherwise  realize upon, in the State of New
York,  or  elsewhere,  the  whole  or from  time to time  any  part of the  said

                                     - 4 -
<PAGE>

Collateral upon which the Agent or such Bank shall have a security  interest and
lien as  aforesaid,  and  after  deducting  from the  proceeds  of sale or other
disposition  of the said  Collateral  all  expenses  (including  all  reasonable
expenses for legal services of every kind and other expenses as set forth below)
shall  apply the  residue of such  proceeds  towards  the  payment of any of the
liabilities  of the Guarantor  under this Guaranty in such order as the Agent or
such Bank  shall  elect,  the  Guarantor  remaining  liable  for any  deficiency
remaining  unpaid  after  such  application.  If  notice  of any  sale or  other
disposition is required by law to be given,  the Guarantor  hereby agrees that a
notice sent at least five (5) days before the time of any  intended  public sale
or of the time after which any  private  sale or other  disposition  of the said
Collateral  is to be made,  shall be  reasonable  notice  of such  sale or other
disposition.

     5. At any such sale or other  disposition  of said  Collateral the Agent or
any of the Banks or any person  designated  by the Agent or any of the Banks may
itself  purchase  the  whole or any  part of the  Collateral  sold or  otherwise
disposed  of, free from any right of  redemption  on the part of the  Guarantor,
which right, to the extent permitted by law, is hereby waived and released.

     6. The Guarantor agrees that the  aforementioned  Collateral  secures,  and
further agrees to pay on demand, all expenses (including reasonable expenses for
legal services, whether or not litigation is commenced and cost of any insurance
and payment of taxes or other charges) of, or incidental to, the custody,  care,
sale or collection of, or realization upon, any of the said Collateral or in any
way relating to the  enforcement or protection of the rights of the Agent or any
of the Banks hereunder or under or with respect to any of the Obligations.

     7. This is a continuing  Guaranty and shall remain in full force and effect
and shall apply to all Obligations  notwithstanding  that at any particular time
any or all of the  Obligations  shall  have  been  paid in  full.  No  attempted
revocation  shall  release  the  Guarantor  or affect in any manner the  rights,
remedies,  powers, security interests and liens of the Agent or any of the Banks
under  this  Guaranty  with  respect  to any of the  Obligations.  If any of the
present or future Obligations are guaranteed by persons,  partnerships,  limited
liability  companies or  corporations  in addition to the Guarantor,  the death,

                                     - 5 -
<PAGE>

release or  discharge in whole or in part,  or the  bankruptcy,  liquidation  or
dissolution  of one  or  more  of  them,  shall  not  discharge  or  affect  the
liabilities of the Guarantor under this Guaranty.

     8. This Guaranty shall continue to be effective,  or be reinstated,  as the
case may be,  if at any time any  payment,  or any part  thereof,  of any of the
Obligations  is rescinded or must otherwise be restored or returned by the Agent
or any of the Banks upon  insolvency,  bankruptcy,  dissolution,  liquidation or
reorganization of the Borrower or the Guarantor,  or otherwise,  or upon or as a
result of the  appointment  of a  receiver,  intervenor  or  conservator  of, or
trustee or similar officer for, the Borrower or the Guarantor or any substantial
part of their property,  or otherwise,  all as though such payments had not been
made.

     9. This  Guaranty  is a guaranty  of  payment  and not of  collection,  and
neither the Agent nor any of the Banks shall be under an  obligation to take any
action  against the Borrower or any other  person  liable with respect to any of
the  Obligations  or resort to any  collateral  security  held by any of them to
secure any of the  Obligations as a condition  precedent to the Guarantor  being
obligated to make payment and to perform as agreed herein.  The Guarantor hereby
waives any rights to interpose any defense, counterclaim or offset of any nature
and description which it may have or which may exist between and among the Agent
or any of the Banks,  the Borrower and/or the Guarantor.  Neither the Agent, the
Banks nor their  respective  successors,  endorsees  or  assigns  shall have any
obligation  to protect,  secure,  perfect or insure any lien at any time held by
any of them as security for the Obligations or for this Guaranty or any property
subject  thereto or hereto,  but at the  Agent's or such  Bank's sole option and
without  prejudice  may  do  so or  incompletely  do  so,  and  the  Guarantor's
obligations  hereunder  shall in no way be  affected  by  reason  thereof.  This
Guaranty  may be  assigned  by the Agent  and its  benefits  shall  inure to the
successors, indorsees and assigns of the Agent.

     10. THE GUARANTOR,  THE AGENT AND THE BANKS HEREBY  KNOWINGLY,  VOLUNTARILY
AND  INTENTIONALLY  WAIVE ANY RIGHT TO TRIAL BY JURY  WHICH THE  GUARANTOR,  THE
AGENT AND THE BANKS MAY HAVE IN ANY ACTION,  PROCEEDING,  CLAIM OR COUNTERCLAIM,
AT LAW OR IN  EQUITY,  IN  CONNECTION  WITH THIS  GUARANTY  OR THE  TRANSACTIONS
RELATED HERETO. THE GUARANTOR  REPRESENTS AND WARRANTS THAT NO REPRESENTATIVE OR

                                     - 6 -
<PAGE>

AGENT OF THE AGENT OR ANY OF THE BANKS HAS REPRESENTED,  EXPRESSLY OR OTHERWISE,
THAT THE AGENT OR ANY OF THE BANKS WILL NOT, IN THE EVENT OF LITIGATION, SEEK TO
ENFORCE THIS JURY TRIAL WAIVER.  THE GUARANTOR  ACKNOWLEDGES  THAT THE AGENT AND
THE BANKS HAVE BEEN INDUCED TO ACCEPT THIS GUARANTY BY, AMONG OTHER THINGS,  THE
PROVISIONS OF THIS SECTION.

     11. Until such time as the Obligations have been indefeasibly paid in full,
the  Guarantor  hereby  waives all rights to be  subrogated to the rights of the
Agent or any of the Banks with  respect to the  Obligations.  In  addition,  the
Guarantor  hereby  waives,   until  such  time  as  the  Obligations  have  been
indefeasibly  paid in full,  any right to proceed  against the Borrower,  now or
hereafter, for contribution,  indemnity,  reimbursement and all other suretyship
rights and claims, whether direct or indirect, liquidated or contingent, whether
arising  under  express or implied  contract or by operation  of law,  which the
Guarantor  may now or hereafter  have  against the Borrower  with respect to the
Obligations  and the  Guarantor  agrees  that it will not  take any such  action
against  the  Borrower  or  against  any  other  person  seeking   contribution,
reimbursement  or  indemnification  by the  Borrower  or such other  person with
respect to the Obligations. The Guarantor also hereby waives, until such time as
the Obligations have been  indefeasibly  paid in full, any rights to recourse to
or with  respect to any assets of the  Borrower.  The  Guarantor  agrees that in
light of the waivers  contained  in this  Paragraph  11, the  execution  of this
Guaranty  shall not be deemed to make the  Guarantor a creditor of the Borrower,
and  that  for  the  purposes  of  Sections  547 and  550 of the  United  States
Bankruptcy  Code (11 U.S.C.  Sec. 547, 550), the Guarantor shall not be deemed a
creditor  of the  Borrower.  If any  amount  shall be paid to the  Guarantor  on
account of such subrogation  rights at any time when all such Obligations  shall
not have been  indefeasibly paid in full, such amount shall be held in trust for
the benefit of the Agent and the Banks and shall  forthwith be paid to the Agent
to be credited and applied upon the Obligations.

     12.  The  Guarantor  authorizes  the  Agent to date  this  Guaranty  and to
complete any blank space herein  according to the terms upon which this Guaranty
was given.  Any notice to any party hereto shall be given as provided for in the
Loan Agreement.

     13. No  failure  on the part of the Agent or any of the Banks to  exercise,
                                     - 7 -

and no delay in exercising,  any right,  remedy or power hereunder shall operate
as a waiver  thereof,  nor shall any single or partial  exercise by the Agent or
any of the Banks of any right,  remedy or power hereunder  preclude any other or
future exercise of any other right, remedy or power.

     14. Each and every right,  remedy and power hereby  granted to the Agent or
any of the Banks or allowed them by law or other  agreement  shall be cumulative
and not exclusive of any other right,  remedy and power, and may be exercised by
the Agent or any of the Banks at any time and from time to time.

     15. This Guaranty embodies the entire agreement and  understanding  between
the Agent,  the Banks and the Guarantor and supersedes all prior  agreements and
understandings  relating to the subject matter hereof.  This Guaranty may not be
amended, and compliance with its terms may not be waived, orally or by course of
dealing, but only by a writing signed by an authorized officer of the Agent.

     16. This  Guaranty  shall be construed and  interpreted  and all rights and
obligations  hereunder  shall be determined,  in accordance with the laws of the
State of New York,  without  regard  to  principles  of  conflict  of laws.  The
Guarantor  agrees  that any  action or  proceeding  relating  in any way to this
Guaranty shall be brought and enforced in the courts of the State of New York or
the United  States  District  Court for the Southern or Eastern  District of New
York,  and  irrevocably  submits to the  jurisdiction  of each such court in any
action or  proceeding  arising  out of or  relating  to this  Guaranty,  and the
Guarantor  irrevocably  agrees  that all  claims in  respect  of such  action or
proceeding  may be heard and determined in such New York State or Federal Court.
In furtherance of the foregoing, the Guarantor hereby irrevocably waives, to the
fullest  extent  permitted by law, any  objection  which it may now or hereafter
have to the laying of venue in any action or  proceeding  relating in any way to
this  Guaranty  brought  in the  Supreme  Court of the State of New York  within
Nassau and Suffolk  Counties or the United States District Court for the Eastern
District of New York and any claim that such action or proceeding brought in any
such  court has been  brought  in an  inconvenient  forum.  Notwithstanding  the
foregoing,  the Agent or any of the Banks  may  bring any  action or  proceeding
against the Guarantor or its property in the courts of such jurisdictions as are
deemed  necessary  by the  Agent or any of the  Banks  in its sole and  absolute

                                     - 8 -
<PAGE>

discretion.  The Guarantor agrees to pay all costs and expenses  incurred by the
Agent  or  any  of  the  Banks  incidental  to or in  any  way  relating  to the
enforcement of the  Obligations  or the  obligations of or the protection of the
rights of the Agent or any of the Banks  hereunder,  including,  but not limited
to,  reasonable  attorneys'  fees and  expenses,  whether or not  litigation  is
commenced.

     17.  This  Guaranty  shall  remain in full force and effect  until there is
indefeasible  cash payment of the  Obligations in full and the Total  Commitment
and each of the Commitments of the Banks have terminated. No payment or payments
made by any person or  received  or  collected  by the Agent or any of the Banks
from any  person  by  virtue  of any  action  or  proceeding  or any  setoff  or
appropriation or application,  at any time or from time to time, in reduction of
or in payment of the Obligations shall be deemed to modify,  reduce,  release or
otherwise  affect  the  liability  of  the  Guarantor   hereunder  which  shall,
notwithstanding  any such  payment or  payments,  remain in place until there is
cash payment of the Obligations in full.

     18. The  Guarantor  represents  and warrants  that all necessary and proper
corporate  action has been taken to make this Guaranty and all of the provisions
hereof the valid and binding  obligations of the Guarantor,  enforceable against
the Guarantor in accordance with its terms.

     19. Every  provision of this  Guaranty is intended to be severable  and any
provision(s)  of this  Guaranty  which is  prohibited  or  unenforceable  in any
jurisdiction  shall, as to such  jurisdiction,  be ineffective to extent of such
prohibition or  enforceability  without  invalidating  the remaining  provisions
hereof,  and any prohibition or  unenforceability  in any jurisdiction shall not
invalidate or render unenforceable such provision in any other jurisdiction.

     20.  None of the  terms  or  provisions  of this  Guaranty  may be  waived,
amended,  supplemented  or  otherwise  modified  except by a written  instrument
executed by the Guarantor, the Agent and the Banks.

     21. If this  Guaranty  is executed  by two or more  parties,  they shall be
jointly and severally liable hereunder,  and the word "Guarantor"  wherever used
herein shall be construed  to refer to each of such parties  separately,  all in

                                     - 9 -
<PAGE>

the same manner and with the same effect as if each of them had signed  separate
instruments; and in any such case this Guaranty shall not be revoked or impaired
as to any one or more of such parties by the death or  dissolution of any of the
others or by the revocation or release of any  liabilities  hereunder of any one
or more of such other parties and the Bank may proceed against none, one or more
of the  Guarantors  at one time,  or from time to time, in its sole and absolute
discretion.
                                     - 10 -
<PAGE>


     IN WITNESS  WHEREOF,  the Guarantor has caused this Guaranty to be executed
by its authorized officer as of this 30th day of July, 2002.

EACH OF THE GUARANTORS LISTED ON
SCHEDULE A HERETO

By: /S/ Barry R. Steinberg
    ---------------------
   Name: Barry R. Steinberg
   Title: Chief Executive Officer

LEARNING TECHNOLOGY GROUP, LLC

By: /S/ Barry R. Steinberg
    ------------------
   Name: Barry R. Steinberg
   Title: Member
                                     - 11 -
<PAGE>


                                                     SCHEDULE A

MANCHESTER TECHNOLOGIES, INC.
MANCHESTER INTERNATIONAL LTD.
ODD LOTS 4U.COM, INC.
MEC LEASING GROUP, LTD.
MANCHESTER SOLUTIONS, INC.
MANTECH COMPUTER SERVICES, 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.
MARKETPLACE 4U.COM, INC.
4U.COM, INC.
ALMOST NEW 4U.COM, INC.
TEXPORT TECHNOLOGY GROUP, INC.
DONOVAN CONSULTING GROUP, INC.

                                     - 12 -

<PAGE>

                                                                         - 9 -

                                GENERAL GUARANTEE
                                  (Corporation)

Garden City, New York                                        as of July 30, 2002

     FOR VALUE  RECEIVED,  and in  consideration  of loans made or to be made or
credit  otherwise  extended or to be extended by  CITIBANK,  N.A.,  successor to
European  American  Bank  ("Citibank")  (Citibank  being a  "Bank"  and the term
"Banks" also  referring to one or more other  Persons  which may become  lenders
under the Loan Agreement  described  below) and in further  consideration of any
loans or other  credit to be extended  by Citibank in its  capacity as the Agent
under the Loan Agreement described below (the "Agent"), to or for the account of
each  of the  entities  set  forth  in  Schedule  A  hereto  (collectively,  the
"Borrower")  from time to time and at any time and for other  good and  valuable
consideration and to induce the Banks, in their discretion, to make or commit to
make such loans or  extensions  of credit,  including,  but not  limited to, the
Loans,  as defined in the Loan  Agreement (the  "Extensions of Credit"),  and to
make  or  grant  such   renewals,   extensions,   releases  of   collateral   or
relinquishments of legal rights as to the Agent or the Banks may seem advisable,
e.TRACK  SOLUTIONS,  INC., a New York  corporation  with its principal  place of
business at 160 Oser Avenue,  Hauppauge, New York 11788 (hereinafter referred to
as the "Guarantor"),  absolutely and unconditionally guarantees to the Banks and
the Agent, their respective  successors,  endorsees and assigns,  the prompt and
complete payment when due, whether by acceleration or otherwise,  of all present
or future  obligations  and  liabilities of any and all kinds of the Borrower to
any of the Banks or the Agent and of all instruments of any nature evidencing or
relating to any such  obligations and liabilities upon which the Borrower or one
or more parties and the Borrower is or may become  liable to any of the Banks or
the  Agent,  whether  incurred  by the  Borrower  as  maker,  indorser,  drawer,
acceptor,  guarantor,  accommodation party, counterparty,  purchaser,  seller or
otherwise,  and whether due or to become due, secured or unsecured,  absolute or
contingent,  joint and/or several,  and howsoever or whenever acquired by any of
the Banks or the Agent and whether  incurred  pursuant to or in connection  with
that  certain  Loan  Agreement  dated as of June 25,  1999 among the Agent,  the
Banks,  the  Borrower,  the  Guarantor  and  others,  which Loan  Agreement  has
heretofore  been amended  pursuant to that certain First  Amendment  dated as of
August 14, 2000, that certain Second  Amendment dated as of March 27, 2001, that

                                     - 1 -
<PAGE>

certain  Third  Amendment  dated as of October 10, 2001 and that certain  Fourth
Amendment  of even date  herewith  (as so amended and as may be further  amended
from time to time, the "Loan  Agreement") (all of which are herein  collectively
referred  to  as  the  "Obligations"),   whether  due  or  to  become  due,  and
irrespective of the genuineness,  validity,  regularity,  discharge,  release or
enforceability of such Obligations,  or of any instrument  evidencing any of the
Obligations or of any collateral  therefor or of the existence or extent of such
collateral  or of the  obligation  of the  Guarantor  under this  Guaranty.  The
Obligations  shall  include  interest  accruing  thereon  before  or  after  the
commencement  of any  insolvency,  bankruptcy  or  reorganization  proceeding in
respect of the Borrower or any other guarantor of the Obligations whether or not
such interest is an allowable claim in any such  proceeding and  irrespective of
the  discharge  or  release  of the  Borrower  or any  other  guarantor  in such
proceeding.  Capitalized  terms used herein  without  definition  shall have the
meanings given such terms in the Loan Agreement.

     1. The Guarantor hereby agrees that the Agent may enforce the provisions of
this  Guaranty for itself and/or on behalf of the Banks.  The  Guarantor  hereby
further  agrees that the Agent or any of the Banks may at any time and from time
to time,  either  before or after the  maturity  thereof,  without  notice to or
reservation of rights against or further consent of the Guarantor (i) extend the
time of payment  of,  change the amount of,  exchange,  release,  substitute  or
surrender any collateral for, renew or extend any of the Obligations or increase
the interest rate thereon or (ii) make any  agreement  with the Borrower or with
any other guarantor of the Obligations or any other party to or person liable on
any of the  Obligations,  or interested  therein,  or with any  hypothecator  of
collateral for the Obligations, for the extension, renewal, payment, compromise,
discharge or release  thereof,  in whole or in part, or for any  modification of
the terms thereof or of any agreement  between the Agent and/or any of the Banks
and the Borrower or any such other party or person.  The  Guarantor  agrees that
this Guaranty shall not be impaired or otherwise affected by any failure to call
for, take, hold,  protect or perfect,  continue the perfection of or enforce any
security interest in or other lien upon, any collateral for the Obligations,  or
by  any  failure  to  exercise,  delay  in  the  exercising  or  waiver  of,  or
forebearance  with  respect to, any right or remedy  available to the Agent with

                                      - 2 -
<PAGE>

respect to the Obligations.  Any of the foregoing shall not in any way impair or
affect this Guaranty or the obligation of the Guarantor hereunder.

     2. The  Guarantor  hereby  acknowledges  that it has  derived or expects to
derive a financial or other benefit from each and every  Obligation  incurred by
the  Borrower  to the Agent or any of the  Banks  reasonably  equivalent  to the
obligation of the Guarantor hereunder.

     3. The Guarantor  waives  notice of the  acceptance of this Guaranty and of
the making of any such loans or  extensions  of credit or the  incurrence of any
Obligation,  presentment to or demand of payment from anyone  whomsoever  liable
upon any of the  Obligations,  protest,  notice of  presentment,  non-payment or
protest and notice of any sale or other  disposition  of collateral  security or
any default of any sort.

     4. To secure the  liabilities  of the Guarantor  under this  Guaranty,  the
Guarantor  hereby grants to the Agent and each of the Banks a security  interest
in and a lien  upon all  personal  property  of the  Guarantor  or in which  the
Guarantor may have an interest  which is now or may at any time  hereafter  come
into the  possession  or control  of the Agent or any of the  Banks,  (including
property  held by the Agent or any of the Banks in a fiduciary  capacity)  or of
any third  party  acting on their  behalf  (the  "Collateral"),  whether for the
express  purpose  of being  used by the Agent or any of the Banks as  collateral
security or for  safekeeping  or for any other or different  purpose,  including
such  personal  property as may be in transit by mail or carrier for any purpose
or covered or affected by any documents in the Agent's or any Bank's  possession
or control,  or in the possession or control of any third party acting on behalf
of the Agent or any of the Banks,  or any  collateral  which  secures  any other
obligations  of the  Guarantor to the Agent or any of the Banks.  The  Guarantor
hereby  authorizes  the  Agent or any of the Banks in their  discretion,  at any
time, to  appropriate  and apply upon any of their  liabilities of the Guarantor
under this Guaranty any such property of the Guarantor and to charge any of such
liabilities  against any  balance of any  account  standing to the credit of the
Guarantor  on the  books  of the  Agent  or any of the  Banks.  To  satisfy  the
liabilities of the Guarantor under this Guaranty,  the Agent and the Banks shall
have,  in addition to all other rights and  remedies  allowed by law, the rights
and remedies of a secured party under the Uniform  Commercial  Code as in effect

                                     - 3 -
<PAGE>

in the State of New York at the date hereof and, without limiting the generality
of the  foregoing,  the  Agent or any Bank may  immediately,  without  demand of
performance  and without  notice of intention to sell or otherwise to dispose of
or of the time or place of sale or of  redemption  or  other  notice  or  demand
whatsoever to the Guarantor,  all of which are hereby expressly  waived,  to the
extent  permitted by law, and without  advertisement,  sell at public or private
sale,  grant options to purchase or otherwise  realize upon, in the State of New
York,  or  elsewhere,  the  whole  or from  time to time  any  part of the  said
Collateral upon which the Agent or such Bank shall have a security  interest and
lien as  aforesaid,  and  after  deducting  from the  proceeds  of sale or other
disposition  of the said  Collateral  all  expenses  (including  all  reasonable
expenses for legal services of every kind and other expenses as set forth below)
shall  apply the  residue of such  proceeds  towards  the  payment of any of the
liabilities  of the Guarantor  under this Guaranty in such order as the Agent or
such Bank  shall  elect,  the  Guarantor  remaining  liable  for any  deficiency
remaining  unpaid  after  such  application.  If  notice  of any  sale or  other
disposition is required by law to be given,  the Guarantor  hereby agrees that a
notice sent at least five (5) days before the time of any  intended  public sale
or of the time after which any  private  sale or other  disposition  of the said
Collateral  is to be made,  shall be  reasonable  notice  of such  sale or other
disposition.

     5. At any such sale or other  disposition  of said  Collateral the Agent or
any of the Banks or any person  designated  by the Agent or any of the Banks may
itself  purchase  the  whole or any  part of the  Collateral  sold or  otherwise
disposed  of, free from any right of  redemption  on the part of the  Guarantor,
which right, to the extent permitted by law, is hereby waived and released.

     6. The Guarantor agrees that the  aforementioned  Collateral  secures,  and
further agrees to pay on demand, all expenses (including reasonable expenses for
legal services, whether or not litigation is commenced and cost of any insurance
and payment of taxes or other charges) of, or incidental to, the custody,  care,
sale or collection of, or realization upon, any of the said Collateral or in any
way relating to the  enforcement or protection of the rights of the Agent or any
of the Banks hereunder or under or with respect to any of the Obligations.

                                     - 4 -

     7. This is a continuing  Guaranty and shall remain in full force and effect
and shall apply to all Obligations  notwithstanding  that at any particular time
any or all of the  Obligations  shall  have  been  paid in  full.  No  attempted
revocation  shall  release  the  Guarantor  or affect in any manner the  rights,
remedies,  powers, security interests and liens of the Agent or any of the Banks
under  this  Guaranty  with  respect  to any of the  Obligations.  If any of the
present or future Obligations are guaranteed by persons,  partnerships,  limited
liability  companies or  corporations  in addition to the Guarantor,  the death,
release or  discharge in whole or in part,  or the  bankruptcy,  liquidation  or
dissolution  of one  or  more  of  them,  shall  not  discharge  or  affect  the
liabilities of the Guarantor under this Guaranty.

     8. This Guaranty shall continue to be effective,  or be reinstated,  as the
case may be,  if at any time any  payment,  or any part  thereof,  of any of the
Obligations  is rescinded or must otherwise be restored or returned by the Agent
or any of the Banks upon  insolvency,  bankruptcy,  dissolution,  liquidation or
reorganization of the Borrower or the Guarantor,  or otherwise,  or upon or as a
result of the  appointment  of a  receiver,  intervenor  or  conservator  of, or
trustee or similar officer for, the Borrower or the Guarantor or any substantial
part of their property,  or otherwise,  all as though such payments had not been
made.

     9. This  Guaranty  is a guaranty  of  payment  and not of  collection,  and
neither the Agent nor any of the Banks shall be under an  obligation to take any
action  against the Borrower or any other  person  liable with respect to any of
the  Obligations  or resort to any  collateral  security  held by any of them to
secure any of the  Obligations as a condition  precedent to the Guarantor  being
obligated to make payment and to perform as agreed herein.  The Guarantor hereby
waives any rights to interpose any defense, counterclaim or offset of any nature
and description which it may have or which may exist between and among the Agent
or any of the Banks,  the Borrower and/or the Guarantor.  Neither the Agent, the
Banks nor their  respective  successors,  endorsees  or  assigns  shall have any
obligation  to protect,  secure,  perfect or insure any lien at any time held by
any of them as security for the Obligations or for this Guaranty or any property
subject  thereto or hereto,  but at the  Agent's or such  Bank's sole option and
without  prejudice  may  do  so or  incompletely  do  so,  and  the  Guarantor's

                                     - 5 -
<PAGE>

obligations  hereunder  shall in no way be  affected  by  reason  thereof.  This
Guaranty  may be  assigned  by the Agent  and its  benefits  shall  inure to the
successors, indorsees and assigns of the Agent.

     10. THE GUARANTOR,  THE AGENT AND THE BANKS HEREBY  KNOWINGLY,  VOLUNTARILY
AND  INTENTIONALLY  WAIVE ANY RIGHT TO TRIAL BY JURY  WHICH THE  GUARANTOR,  THE
AGENT AND THE BANKS MAY HAVE IN ANY ACTION,  PROCEEDING,  CLAIM OR COUNTERCLAIM,
AT LAW OR IN  EQUITY,  IN  CONNECTION  WITH THIS  GUARANTY  OR THE  TRANSACTIONS
RELATED HERETO. THE GUARANTOR  REPRESENTS AND WARRANTS THAT NO REPRESENTATIVE OR
AGENT OF THE AGENT OR ANY OF THE BANKS HAS REPRESENTED,  EXPRESSLY OR OTHERWISE,
THAT THE AGENT OR ANY OF THE BANKS WILL NOT, IN THE EVENT OF LITIGATION, SEEK TO
ENFORCE THIS JURY TRIAL WAIVER.  THE GUARANTOR  ACKNOWLEDGES  THAT THE AGENT AND
THE BANKS HAVE BEEN INDUCED TO ACCEPT THIS GUARANTY BY, AMONG OTHER THINGS,  THE
PROVISIONS OF THIS SECTION.

     11. Until such time as the Obligations have been indefeasibly paid in full,
the  Guarantor  hereby  waives all rights to be  subrogated to the rights of the
Agent or any of the Banks with  respect to the  Obligations.  In  addition,  the
Guarantor  hereby  waives,   until  such  time  as  the  Obligations  have  been
indefeasibly  paid in full,  any right to proceed  against the Borrower,  now or
hereafter, for contribution,  indemnity,  reimbursement and all other suretyship
rights and claims, whether direct or indirect, liquidated or contingent, whether
arising  under  express or implied  contract or by operation  of law,  which the
Guarantor  may now or hereafter  have  against the Borrower  with respect to the
Obligations  and the  Guarantor  agrees  that it will not  take any such  action
against  the  Borrower  or  against  any  other  person  seeking   contribution,
reimbursement  or  indemnification  by the  Borrower  or such other  person with
respect to the Obligations. The Guarantor also hereby waives, until such time as
the Obligations have been  indefeasibly  paid in full, any rights to recourse to
or with  respect to any assets of the  Borrower.  The  Guarantor  agrees that in
light of the waivers  contained  in this  Paragraph  11, the  execution  of this
Guaranty  shall not be deemed to make the  Guarantor a creditor of the Borrower,
and  that  for  the  purposes  of  Sections  547 and  550 of the  United  States
Bankruptcy  Code (11 U.S.C.  Sec. 547, 550), the Guarantor shall not be deemed a
creditor  of the  Borrower.  If any  amount  shall be paid to the  Guarantor  on
account of such subrogation  rights at any time when all such Obligations  shall
not have been  indefeasibly paid in full, such amount shall be held in trust for

                                     - 6 -
<PAGE>

the benefit of the Agent and the Banks and shall  forthwith be paid to the Agent
to be credited and applied upon the Obligations.

     12.  The  Guarantor  authorizes  the  Agent to date  this  Guaranty  and to
complete any blank space herein  according to the terms upon which this Guaranty
was given.  Any notice to any party hereto shall be given as provided for in the
Loan Agreement.

     13. No  failure  on the part of the Agent or any of the Banks to  exercise,
and no delay in exercising,  any right,  remedy or power hereunder shall operate
as a waiver  thereof,  nor shall any single or partial  exercise by the Agent or
any of the Banks of any right,  remedy or power hereunder  preclude any other or
future exercise of any other right, remedy or power.

     14. Each and every right,  remedy and power hereby  granted to the Agent or
any of the Banks or allowed them by law or other  agreement  shall be cumulative
and not exclusive of any other right,  remedy and power, and may be exercised by
the Agent or any of the Banks at any time and from time to time.

     15. This Guaranty embodies the entire agreement and  understanding  between
the Agent,  the Banks and the Guarantor and supersedes all prior  agreements and
understandings  relating to the subject matter hereof.  This Guaranty may not be
amended, and compliance with its terms may not be waived, orally or by course of
dealing, but only by a writing signed by an authorized officer of the Agent.

     16. This  Guaranty  shall be construed and  interpreted  and all rights and
obligations  hereunder  shall be determined,  in accordance with the laws of the
State of New York,  without  regard  to  principles  of  conflict  of laws.  The
Guarantor  agrees  that any  action or  proceeding  relating  in any way to this
Guaranty shall be brought and enforced in the courts of the State of New York or
the United  States  District  Court for the Southern or Eastern  District of New
York,  and  irrevocably  submits to the  jurisdiction  of each such court in any
action or  proceeding  arising  out of or  relating  to this  Guaranty,  and the
Guarantor  irrevocably  agrees  that all  claims in  respect  of such  action or
proceeding  may be heard and determined in such New York State or Federal Court.
In furtherance of the foregoing, the Guarantor hereby irrevocably waives, to the
fullest  extent  permitted by law, any  objection  which it may now or hereafter

                                     - 7 -
<PAGE>

have to the laying of venue in any action or  proceeding  relating in any way to
this  Guaranty  brought  in the  Supreme  Court of the State of New York  within
Nassau and Suffolk  Counties or the United States District Court for the Eastern
District of New York and any claim that such action or proceeding brought in any
such  court has been  brought  in an  inconvenient  forum.  Notwithstanding  the
foregoing,  the Agent or any of the Banks  may  bring any  action or  proceeding
against the Guarantor or its property in the courts of such jurisdictions as are
deemed  necessary  by the  Agent or any of the  Banks  in its sole and  absolute
discretion.  The Guarantor agrees to pay all costs and expenses  incurred by the
Agent  or  any  of  the  Banks  incidental  to or in  any  way  relating  to the
enforcement of the  Obligations  or the  obligations of or the protection of the
rights of the Agent or any of the Banks  hereunder,  including,  but not limited
to,  reasonable  attorneys'  fees and  expenses,  whether or not  litigation  is
commenced.

     17.  This  Guaranty  shall  remain in full force and effect  until there is
indefeasible  cash payment of the  Obligations in full and the Total  Commitment
and each of the Commitments of the Banks have terminated. No payment or payments
made by any person or  received  or  collected  by the Agent or any of the Banks
from any  person  by  virtue  of any  action  or  proceeding  or any  setoff  or
appropriation or application,  at any time or from time to time, in reduction of
or in payment of the Obligations shall be deemed to modify,  reduce,  release or
otherwise  affect  the  liability  of  the  Guarantor   hereunder  which  shall,
notwithstanding  any such  payment or  payments,  remain in place until there is
cash payment of the Obligations in full.

     18. The  Guarantor  represents  and warrants  that all necessary and proper
corporate  action has been taken to make this Guaranty and all of the provisions
hereof the valid and binding  obligations of the Guarantor,  enforceable against
the Guarantor in accordance with its terms.

     19. Every  provision of this  Guaranty is intended to be severable  and any
provision(s)  of this  Guaranty  which is  prohibited  or  unenforceable  in any
jurisdiction  shall, as to such  jurisdiction,  be ineffective to extent of such
prohibition or  enforceability  without  invalidating  the remaining  provisions
hereof,  and any prohibition or  unenforceability  in any jurisdiction shall not
invalidate or render unenforceable such provision in any other jurisdiction.

                                     - 8 -
<PAGE>


     20.  None of the  terms  or  provisions  of this  Guaranty  may be  waived,
amended,  supplemented  or  otherwise  modified  except by a written  instrument
executed by the Guarantor, the Agent and the Banks.

     21. If this  Guaranty  is executed  by two or more  parties,  they shall be
jointly and severally liable hereunder,  and the word "Guarantor"  wherever used
herein shall be construed  to refer to each of such parties  separately,  all in
the same manner and with the same effect as if each of them had signed  separate
instruments; and in any such case this Guaranty shall not be revoked or impaired
as to any one or more of such parties by the death or  dissolution of any of the
others or by the revocation or release of any  liabilities  hereunder of any one
or more of such other parties and the Bank may proceed against none, one or more
of the  Guarantors  at one time,  or from time to time, in its sole and absolute
discretion.

     IN WITNESS  WHEREOF,  the Guarantor has caused this Guaranty to be executed
by its authorized officer as of this 30th day of July, 2002.

E.TRACK SOLUTIONS, INC.

By: /S/ Barry R. Steinberg
    ----------------------
   Name: Barry R. Steinberg
   Title: Chief Executive Officer

                                     - 9 -
<PAGE>

                                                     SCHEDULE A

MANCHESTER TECHNOLOGIES, INC.
MANCHESTER INTERNATIONAL LTD.
ODD LOTS 4U.COM, INC.
MEC LEASING GROUP, LTD.
MANCHESTER SOLUTIONS, INC.
MANTECH COMPUTER SERVICES, 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.
MARKETPLACE 4U.COM, INC.
4U.COM, INC.
ALMOST NEW 4U.COM, INC.
TEXPORT TECHNOLOGY GROUP, INC.
LEARNING TECHNOLOGY GROUP, LLC
DONOVAN CONSULTING GROUP, INC.

                                     - 10 -

<PAGE>


                                                                         - 2 -


                             E.TRACK SOLUTIONS, INC.

                             SECRETARY'S CERTIFICATE

     The  undersigned,   Secretary  of  E.Track  Solutions,  Inc.,  a  New  York
corporation (the "Guarantor"), does hereby certify that:

     1. This  certificate  is furnished in  connection  with the  execution  and
delivery of a Fourth  Amendment  dated as of July 30, 2002 (the  "Amendment") to
that  certain Loan  Agreement  dated as of June 25, 1999 among  Citibank,  N.A.,
successor to European  American  Bank, as Agent (the "Agent"),  Citibank,  N.A.,
successor to European American Bank  ("Citibank")(Citibank  being a "Bank"), the
Guarantor,   the  Borrower  and  certain  other  Guarantors  (the  "Agreement").
Capitalized terms used but not defined herein shall have the meanings given them
in the Agreement.

     2.  Attached  hereto  as  Exhibit  "A"  are  true  and  correct  copies  of
resolutions  duly  and  unanimously  adopted  by  the  Board  of  Directors  and
shareholders  of  the  Guarantor,  which  resolutions  have  not  been  revoked,
modified,  amended  or  rescinded  and are still in full force and  effect,  and
authorize the execution and delivery, by any of the below-named individuals,  of
the  Guaranty,  the  Import L/C  Documents,  the B/A  Documents,  the other Loan
Documents  to which  the  Guarantor  is a party and any  other  documents  to be
executed in  connection  with the Agreement  and the  transactions  contemplated
thereby.

     3.  Annexed  hereto  as  Exhibit  "B" are true and  correct  copies  of the
Certificate  of  Incorporation  and by-laws of the Guarantor as in effect on the
date hereof.

     4. Attached  hereto as Exhibit "C" is a  Certificate  of Good Standing from
the Secretary of State of the State of New York.

     5. The below-named  persons are the duly elected and qualified  officers of
the Guarantor holding the respective offices set forth opposite their names, and
the  signatures   below  set  forth  opposite  their  names  are  their  genuine
signatures:

     Name                 Office                          Signature
     ----                 ------                          ---------

Barry Steinberg      Chief Executive  Officer         /S/ Barry Steinberg

Joel Stemple         Secretary                        /S/ Joel Stemple

     6. Listed below are all of the  shareholders  of the Guarantor,  with their
respective ownership of shares in the Guarantor set forth opposite their names.

Shareholder                                            Percentage of Ownership
-----------                                            -----------------------

Manchester Technologies, Inc.                          100%

     7. The Agent and the Bank may rely on this  certificate  and the statements
made  herein to  induce  it to enter  into the  Agreement  and the  transactions
contemplated thereby.

     WITNESS my hand this 28th day of October, 2002.

                                                      /S/ Joel Stemple
                                                      ---------------
                                                  Joel Stemple,  Secretary

     The undersigned, Barry Steinberg, Chief Executive Officer of the Guarantor,
does  hereby  certify  that  Joel  Stemple  is the duly  elected  and  qualified
Secretary of the  Guarantor,  and that the  signature  above is his/her  genuine
signature.

                  WITNESS my hand this 28 day of October, 2002.


                                                     /S/ Barry Steinberg
                                                     ------------------
                                                     Barry Steinberg
                                                     Chief Executive Officer
                                     - 2 -
<PAGE>



                                    EXHIBIT A
                                    ---------

                             E.TRACK SOLUTIONS, INC.

                          BOARD OF DIRECTOR RESOLUTIONS
                             SHAREHOLDER RESOLUTIONS

     RESOLVED,  that this Corporation guaranty all of the obligations of each of
the entities set forth on Schedule A hereto,  to  Citibank,  N.A.,  successor to
European American Bank ("Citibank") and to Citibank, N.A., successor to European
American Bank, as Agent (the "Agent"),  whether  incurred in connection with the
execution and delivery of the Agreement (as  hereinafter  defined) or otherwise;
and be it further

     RESOLVED, that this Corporation have Import Letters of Credit issued on its
behalf from time to time as required by in  connection  with this  Corporation's
business; and be it further

     RESOLVED,  that this  Corporation have Bankers  Acceptances  created on its
behalf from time to time as required by in  connection  with this  Corporation's
business; and be it further

     RESOLVED, that the forms, terms and provisions of:

     (a) the proposed Import L/C Documents;

     (b) the proposed B/A Documents;

     (c)  the  proposed  Guaranty  (the  "Guaranty"),   to  be  issued  by  this
Corporation  to the Agent and the Banks,  a copy of which has been  presented to
this Board and to the shareholders of this Corporation; and

     (d)  the  proposed  Fourth  Amendment  dated  as  of  July  30,  2002  (the
"Amendment")  to that  certain  Loan  Agreement  dated as of June 25,  1999 (the
"Agreement") among this Company,  the Agent, the Banks, the Borrower and certain
other Guarantors, a copy of which has been presented to this Board

be, and the same hereby are in all respects  approved,  and that the officers of

                                     - 3 -
<PAGE>

this Corporation be, and each of them hereby is, authorized,  in the name and on
behalf of this Corporation, to execute and deliver the Import L/C Documents, the
Guaranty,  the  Amendment  and all  other  Loan  Documents  (as  defined  in the
Agreement) to which this  Corporation is a party, in such form as the officer of
this  Corporation  executing  the  same  shall  approve,  such  approval  to  be
conclusively evidenced by his execution and delivery thereof; and be it further

     RESOLVED, that the President, Chief Financial Officer,  Treasurer, any Vice
President, the Secretary and any Assistant Secretary of this Corporation be, and
each of them hereby is,  authorized and empowered (any one of them acting alone)
to do or cause to be done all such acts or things  and to sign and  deliver,  or
cause to be signed and delivered,  all such  documents,  instruments,  financing
statements  and  certificates  in the name and on behalf of this  Corporation or
otherwise, as such officer of this Corporation may deem necessary,  advisable or
appropriate  to effectuate or carry out the purposes and intent of the foregoing
resolutions  and to  perform  the  obligations  of this  Corporation  under  the
agreements and instruments referred to therein.

     Terms not defined  herein shall have the  meanings  ascribed to them in the
Agreement.

                                     - 4 -
<PAGE>



                            SCHEDULE A TO RESOLUTIONS

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

                                     - 5 -
<PAGE>