COLLATERALIZED GUARANTY TO: GE COMMERCIAL DISTRIBUTION FINANCE CORPORATION ("CDF")

COLLATERALIZED GUARANTY

TO: GE COMMERCIAL DISTRIBUTION FINANCE CORPORATION ("CDF")

1. Guaranty and Indemnification. In consideration of financing provided or to be

provided by you to ePlus Technology, inc. ("Dealer"), and for other good and

valuable consideration received, the undersigned (individually and/or

collectively "Guarantor") unconditionally and absolutely guaranty to CDF, from

property held separately, jointly or in community, the immediate payment when

due of all current and future liabilities ("Liabilities") owed by Dealer to CDF

for inventory financed by CDF: (i) which is the subject of a purchase order

issued by Guarantor to Dealer and (ii) for which Dealer has not received payment

in full ("CDF-Financed Inventory").

2. Consents. This Guaranty will not be released, discharged or affected by, and

Guarantor hereby irrevocably consents to, any: (a) change in the manner, place,

interest rate, finance or other charges, or terms of payment or performance in

any current or future agreement between CDF and Dealer, the release, settlement

or compromise of or with any party liable for the payment or performance thereof

or the substitution, release, non-perfection, impairment, sale or other

disposition of any collateral thereunder; (b) change in Dealer's financial

condition; (c) interruption of relations between Dealer and CDF or Guarantor;

(d) claim or action by Dealer against CDF; and/or (e) increases or decreases in

any credit CDF may provide to Dealer.

3. Unconditional Obligations. Guarantor will pay CDF even if CDF has not: (a)

notified Dealer that it is in default of the Liabilities, and/or that CDF

intends to accelerate or has accelerated the payment of all or any part of the

Liabilities, or (b) exercised any of CDF's rights or remedies against Dealer,

any other person or any current or future collateral. If Dealer hereafter

undergoes any change in its ownership, identity or organizational structure,

this Guaranty will extend to all current and future obligations which such new

or changed legal entity owes to CDF.

4. Waivers. Guarantor irrevocably waives notice of: CDF's acceptance of this

Guaranty, presentment, demand, protest, dishonor, nonpayment, nonperformance,

breach or default, CDF's intent to accelerate and CDF's acceleration of any

indebtedness of Dealer, the amount of indebtedness of Dealer outstanding at any

time, the number and amount of advances made by CDF to Dealer in reliance on

this Guaranty, and any claim or action against Dealer. Guarantor further waives

all right of contribution from other guarantors, all other demands and notices

required by law, all rights of offset and counterclaims against CDF or Dealer,

all defenses to the enforceability of this Guaranty (including, without

limitation, fraudulent inducement), and all defenses based on suretyship or

impairment of collateral, and defenses which the Dealer may assert on the

underlying debt, including but not limited to, failure of consideration, breach

of warranty, fraud, payment, statute of frauds, bankruptcy, lack of legal

capacity, statute of limitations, lender liability, deceptive trade practices,

accord and satisfaction and usury. Guarantor also waives all rights to claim,

arbitrate for or sue for any punitive or exemplary damages. In addition,

Guarantor hereby irrevocably subordinates to CDF any and all of Guarantor's

present and future rights and remedies: (a) of subrogation against Dealer or any

other guarantor to any of CDF's rights or remedies against Dealer or any other

guarantor, (b) of contribution, reimbursement, indemnification and restoration

from Dealer or any other guarantor; and (c) to assert any other claim or action

against Dealer or any other guarantor directly or indirectly relating to this

Guaranty, such subordinations to last until CDF has been paid in full for all

Liabilities. All of Guarantor's waivers and subordinations herein will survive

any termination of this Guaranty.

5. Warranties and Representations. Guarantor has made an independent

investigation of the financial condition of Dealer and gives this Guaranty based

on that investigation and not upon any representation made by CDF. Guarantor has

access to current and future Dealer financial information which enables

Guarantor to remain continuously informed of Dealer's financial condition.

Guarantor represents and warrants to CDF that Guarantor has received and will

receive substantial direct or indirect benefit by making this Guaranty and

incurring the Liabilities. Guarantor also represents and warrants to CDF that

Guarantor is solvent and Guarantor's execution of this Guaranty will not make

Guarantor insolvent. Guarantor further represents and warrants to CDF that: (a)

the present fair salable value of Guarantor's assets is greater than the amount

required to pay Guarantor's liabilities (including contingent, subordinated,

unmatured and unliquidated liabilities); (b) Guarantor is able to pay all of its

liabilities (including contingent, subordinated, unmatured and unliquidated

liabilities) as they become absolute and matured; and (c) Guarantor does not

have unreasonably small capital.

6. Security Interest. To secure payment of all Liabilities and all of

Guarantor's current and future debts to CDF, whether under this Guaranty or any

current or future guaranty or other agreement, Guarantor grants CDF a security

interest in all CDF-Financed inventory, all accounts, chattel paper, rental or

lease payments and other amounts which are due or to become due to Guarantor

arising from the sale or lease of CDF-Financed inventory; all judgments, claims,

insurance policies and payments owed or made to Guarantor thereon; all rights

powers, and remedies (but none of the duties or obligations, if any) of

Guarantor in connection therewith; and all proceeds of any of the foregoing

(collectively "Collateral"). CDF's security interest shall extend to each item

of CDF-Financed Inventory until such time as Dealer has been paid in full for

such item of CDF-Financed Inventory. All of such terms for which meanings are

provided in the Uniform Commercial Code of the applicable state, as the same may

be amended, are used herein with such meanings.

7. Additional Warranties and Representations. Guarantor warrants and represents

to CDF that: (a) Guarantor has good title to all Collateral; (b) CDF's security

interest in the Collateral financed by CDF for Dealer or Guarantor is not now

and will not become subordinate to the security interest or claim of any person;

(c) Guarantor will execute all documents CDF requests to perfect and maintain

CDF's security interest in the Collateral, and will cause all third parties in

possession of Collateral to provide such acknowledgment or control of CDF's

security interest as CDF may require; (d) Guarantor will deliver to CDF

immediately upon each request, and CDF may retain, each Certificate of Title or

Statement of Origin issued for Collateral financed by CDF for Dealer or

Guarantor; (e) Guarantor will at all times be duly organized, existing, in good

standing, qualified and licensed to do business in each jurisdiction in which

the nature of its business or property so requires; (f) Guarantor has the right

and is duly authorized to enter into this Guaranty; (g) Guarantor's execution of

this Guaranty does not, and will not, constitute a breach of any law or

agreement to which Guarantor is now or hereafter becomes bound; (h) there are

and will be no actions or proceedings pending or threatened against Guarantor

which might result in any material adverse change in Guarantor's financial or

business condition; (i) Guarantor will maintain the Collateral in good

condition; (j) Guarantor has duly filed and will duly file all tax returns

required by law, and will pay when due all taxes, levies, assessments and

governmental charges; (k) Guarantor will keep and maintain all of its books and

records pertaining to the Collateral at its chief executive office designated

below; (l) Dealer and Guarantor will keep all Collateral at Dealer's chief

executive office or Guarantor's chief executive office listed below, and such

other locations within the United States of America of which Dealer or Guarantor

has notified CDF in writing or has listed on any current or future Exhibit "A"

attached to any Agreement for Wholesale Financing or security agreement between

Dealer and CDF or this Guaranty, which written notice(s) to CDF and Exhibit A(s)

are incorporated herein by reference; (m) Guarantor will give CDF thirty (30)

days prior written notice of any change in Guarantor's identity, name, form of

business organization, ownership, chief executive office, Collateral locations

or other business locations; (n) Guarantor will notify CDF of the commencement

of material legal proceedings against Dealer or Guarantor; (o) Guarantor will

comply with all applicable laws; and (p) Guarantor has provided CDF with a copy

of Guarantor's Articles of Incorporation, Articles of Organization, Articles of

Formation, Partnership Agreement, or Certificate of Limited Partnership, as

applicable, and will provide any subsequent amendments thereto bearing indicia

of filing from the appropriate governmental authority, or such other documents

verifying Guarantor's true and correct legal name.

8. Negative Covenants. Guarantor will not at any time without CDF's prior

written consent: (a) other than in the ordinary course of its business, sell,

lease or otherwise dispose of or transfer any of its assets; (b) other than in

the ordinary course of business, rent, lease, demonstrate, consign, license or

use any Collateral financed by CDF for Dealer or Guarantor; (c) merge or

consolidate with another entity unless (i) CDF receives at least ninety (90)

days prior written notice of such merger or consolidation and (ii) Guarantor is

the surviving entity of such merger or consolidation or if Guarantor is not the

surviving entity, the surviving entity executes all documentation reasonably

requested by CDF to assume Guarantor's liabilities to CDF; (d) move any

Collateral financed by CDF out of the United States of America; or (e) store

Collateral financed by CDF with any third party.

9. Insurance. Guarantor will immediately notify CDF of any loss, theft or damage

to any Collateral. Guarantor will keep the Collateral insured for its full

insurable value under an "all risk" property insurance policy with a company

acceptable to CDF, naming CDF as a lender loss-payee and containing standard

lender's loss payable and termination provisions. Guarantor will provide CDF

with written evidence of such property insurance coverage and lender's

loss-payee endorsement.

10. Financial Statements. Guarantor will provide CDF with financial statements

on it each year within ninety (90) days after the end of Dealer's fiscal year

end. Guarantor represents that all financial statements and information which

have been or may hereafter be delivered by Guarantor or Dealer are and will be

correct and prepared in accordance with generally accepted accounting principles

consistently applied, and there has been no material adverse change in the

financial or business condition of Guarantor or Dealer since the submission to

CDF of such financial statements, and Guarantor acknowledges CDF's reliance

thereon.

11. Reviews. Guarantor grants CDF an irrevocable license to enter Guarantor's

business locations during normal business hours with 48 hours prior notice to

Guarantor (unless Guarantor is in default, in which case no prior notice shall

be required) to: (a) account for and inspect all Collateral; and (b) examine and

copy Guarantor's books and records related to the Collateral.

12. Default. Guarantor will be in default under this Guaranty if: (a) Dealer

breaches any terms in any agreement between CDF and Dealer; (b) Dealer fails to

pay any debt to CDF when due and payable under any agreement between CDF and

Dealer; (c) Guarantor breaches any terms contained in this Guaranty or in any

other agreement between Guarantor and CDF; (d) Guarantor fails to pay any debt

to CDF when due and payable under any agreement between CDF and Guarantor; (e)

any representation, statement, report or certificate which Dealer or Guarantor

makes or delivers to CDF is not accurate when made; (f) Dealer or Guarantor

abandons any Collateral; (g) Dealer or Guarantor is or becomes in default in the

payment of any debt owed to any third party, or Dealer or Guarantor is or

becomes in default under any loan agreement; (h) an attachment, sale or seizure

issues or is executed against any assets of Dealer or Guarantor; (i)

intentionally omitted; (j) Dealer or Guarantor ceases existence as a

corporation, as applicable, or ceases or suspends business; (k) Dealer or

Guarantor, as applicable, makes a general assignment for the benefit of

creditors; (l) Dealer or Guarantor, as applicable, becomes insolvent or

voluntarily or involuntarily becomes subject to the Federal Bankruptcy Code, any

state insolvency law or any similar law; (m) any receiver is appointed for any

assets of Dealer or Guarantor, as applicable; (n) this Guaranty or any other

guaranty of Dealer's debts to CDF is terminated; (o) Dealer or Guarantor loses,

or is in default of, any franchise, license or right to deal in any Collateral

which CDF finances; (p) Dealer or Guarantor misrepresents its respective

financial condition or organizational structure; or (q) CDF determines in good

faith that it is insecure with respect to any of the Collateral or the payment

of Dealer's or Guarantor's obligation to CDF.