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 ($30,000,000.00); provided, however,
      that:  (i) at no time during the Temporary Increase Period (as defined
      below) 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 Million Dollars ($100,000,000.00),
      and (ii) at no time other than from October 1, 2007 through October
      31, 2007 (“Temporary Increase Period”) will the principal amount outstanding
      under the Accounts Receivable Facility and Dealer’s inventory floorplan credit
      facility with CDF exceed, in the aggregate, Eighty-Five Million Dollars
      ($85,000,000.00).  CDF's decision to advance funds will not
      be binding until the funds are actually advanced."

    


    In
      addition, subject to the terms of the AWF, CDF agrees to provide to Dealer
      an
      inventory floorplan credit facility of:  (a) One Hundred
      Million Dollars ($100,000,000.00) during the Temporary Increase Period,
      and (b) at all times other than the Temporary Increase Period,
Eighty-Five Million Dollars ($85,000,000.00); provided,
      however, that (i) at no time during the Temporary Increase Period 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 Million Dollars ($100,000,000.00), and (ii) at no
      time other than during the Temporary Increase Period will the principal amount
      outstanding under the Accounts Receivable Facility and Dealer’s inventory
      floorplan credit facility with CDF exceed, in the aggregate, Eighty-Five
      Million Dollars ($85,000,000.00).  CDF's decision to advance
      funds will not be binding until the funds are actually advanced.

    


    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 1 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