AMENDMENT TO SUPPLEMENTAL BENEFIT PLAN

This Amendment is made on December _____, 2008, by and between ePlus inc., a Delaware corporation (the “ Employer ”), and _____________ (the “ Executive ”).

RECITALS

WHEREAS, the Employer and the Executive desire to amend the ePlus, Inc. Supplemental Benefit Plan for the Executive dated February 23, 2005 (the "Plan") to meet the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and any rulings and regulations promulgated thereunder (the “ Code ”).

NOW, THEREFORE, in consideration of the foregoing and the promises and covenants contained herein, the Employer and the Executive agree as follows:

1.            A new Section 1.3 shall be added to the Plan which provides as follows:

Code Section 409A.  The Plan constitutes a nonqualified deferred compensation plan which is subject to Section 409A of the Internal Revenue Code of 1986, as amended, and any rulings and regulations promulgated thereunder (collectively, the “Code”).  It is the intent of this Plan to comply with the requirements of Section 409A of the Code and, as such, the Plan will be interpreted and administered to so comply.

2.            Section 3.1 is amended in its entirety to read as follows:

Upon the Executive's termination of employment, other than by death or Termination for Cause, prior to August 11, 2014, the Employer will make a lump sum cash payment to the Executive in an amount equal to the then current value