LIMITED GUARANTY

TO: GE Commercial  Distribution Finance Corporation  (formerly known as Deutsche
Financial Services Corporation)

In  consideration  of  financing  provided  or to be  provided  by you to  ePlus
Technology,  inc.  ("Dealer"),  and for other  good and  valuable  consideration
received, we jointly, severally, unconditionally and absolutely guaranty to you,
from property held separately,  jointly or in community,  the immediate  payment
when due of all current and future  liabilities  owed by Dealer to you,  whether
such  liabilities  are  direct,  indirect or owed by Dealer to a third party and
acquired  by you  ("Liabilities").  We will pay you on demand the full amount of
all sums owed by Dealer to you, together with all costs and expenses (including,
without limitation,  reasonable attorneys' fees). We also indemnify and hold you
harmless  from and against all (a) losses,  costs and  expenses you incur and/or
are liable for (including,  without limitation,  reasonable attorneys' fees) and
(b) claims,  actions and demands made by Dealer or any third party  against you,
which in any way  relate to any  relationship  or  transaction  between  you and
Dealer.  Notwithstanding the foregoing, if you enforce this Guaranty our maximum
aggregate  liability  hereunder  to you at such time will not exceed Ten Million
Five Hundred Thousand Dollars ($10,500,000.00).

Our  guaranty  will not be  released,  discharged  or affected by, and we hereby
irrevocably  consent 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 you 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 you or us; (d) claim or action by
Dealer  against  you;  and/or (e)  increases  or decreases in any credit you may
provide to Dealer.  We will pay you even if you have not:  (i)  notified  Dealer
that it is in default of the  Liabilities,  and/or that you intend to accelerate
or have accelerated the payment of all or any part of the  Liabilities,  or (ii)
exercised any of your rights or remedies against Dealer, any other person or any
current or future collateral.  This Guaranty is assignable by you and will inure
to the benefit of your assignee. 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 you.

We irrevocably  waive notice of: your acceptance of this Guaranty,  presentment,
demand, protest, dishonor, nonpayment,  nonperformance,  breach or default, your
intent to accelerate and your  acceleration of any  indebtedness of Dealer,  the
amount of indebtedness of Dealer  outstanding at any time, the number and amount
of advances made by you to Dealer in reliance on this Guaranty, and any claim or
action against  Dealer.  We further waive all right of  contribution  from other
guarantors,  all other demands and notices required by law, all rights of offset
and counterclaims  against you 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. We also waive all
rights to claim,  arbitrate for or sue for any punitive or exemplary damages. In
addition,  we hereby  irrevocably  subordinate to you any and all of our present
and future rights and remedies:  (a) of subrogation  against Dealer or any other
guarantor  to any of  your  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 you have been paid in full for all
Liabilities.  All of our waivers  and  subordinations  herein  will  survive any
termination of this Guaranty.

We have made an independent  investigation of the financial  condition of Dealer
and  give  this  Guaranty  based  on  that   investigation   and  not  upon  any
representation  made by  you.  We have  access  to  current  and  future  Dealer
financial  information  which  enables  us to remain  continuously  informed  of
Dealer's  financial  condition.  We  represent  and  warrant to you that we have
received and will receive  substantial direct or indirect benefit by making this
Guaranty and  incurring  the  Liabilities.  We will  provide you with  financial
statements  on us each year  within  ninety  (90) days after the end of Dealer's
fiscal year end. We represent  that all  financial  statements  and  information
which have been or may  hereafter  be  delivered  by us or Dealer to you 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 us or Dealer since the  submission to
you of such financial statements, and we acknowledge your reliance thereon. This
Guaranty will survive any federal and/or state  bankruptcy or insolvency  action
involving  Dealer.  We are solvent and our  execution of this  Guaranty will not
make us insolvent.  If you are required in any action involving Dealer to return
or rescind any payment made to or value  received by you from or for the account
of  Dealer,  this  Guaranty  will  remain in full  force and  effect and will be
automatically  reinstated without any further action by you and  notwithstanding
any  termination of this Guaranty or your release of us. Any delay or failure by
you, or your successors or assigns, in exercising any of your rights or remedies
hereunder  will not  waive any such  rights  or  remedies.  Oral  agreements  or
commitments to loan money,  extend credit or to forbear from enforcing repayment
of a debt including  promises to extend or renew such debt are not  enforceable.
To protect us and you from misunderstanding or disappointment, any agreements we
reach covering such matters are contained in this writing, which is the complete
and  exclusive  statement of the agreement  between us,  except as  specifically
provided   herein  or  as  we  may  later   agree  in   writing  to  modify  it.
Notwithstanding  anything herein to the contrary,  you may rely on any facsimile
copy, electronic data transmission or electronic data storage of: this Guaranty,
any  agreement  between you and Dealer,  any Statement of  Transaction,  billing
statement,  invoice from a vendor,  financial statements or other reports, which
will be deemed an original,  and the best evidence thereof for all purposes.  We
may terminate  this Guaranty by a written  notice to you, the  termination to be
effective  sixty  (60) days  after  you  receive  and  acknowledge  it,  but the
termination will not terminate our obligations hereunder for Liabilities arising
prior to the effective  termination  date. We have read and understood all terms
and provisions of this Guaranty.  We acknowledge  receipt of a true and complete
copy of this Guaranty and of all agreements between you and Dealer. The meanings
of all terms herein are equally applicable to both the singular and plural forms
of such terms.

BINDING ARBITRATION. Except as otherwise specified below, all actions, disputes,
claims and  controversies  under common law,  statutory  law or in equity of any
type or  nature  whatsoever,  whether  arising  before or after the date of this
Guaranty,  and whether  directly or  indirectly  relating to: (a) this  Guaranty
and/or  any  amendments  and  addenda  hereto,  or  the  breach,  invalidity  or
termination hereof; (b) any previous or subsequent agreement between you and us;
(c) any act committed by you or by any parent company,  subsidiary or affiliated
company of you (the "CDF  Companies"),  or by any  employee,  agent,  officer or
director of a CDF Company, whether or not arising within the scope and course of
employment or other  contractual  representation  of the CDF Companies  provided
that such act arises under a  relationship,  transaction or dealing  between you
and  Dealer  or you and us;  and/or  (d) any  other  relationship,  transaction,
dealing or  agreement  between  you and Dealer or you and us  (collectively  the
"Disputes"),   will  be  subject  to  and   resolved  by  binding   arbitration.
Notwithstanding  the  foregoing,  the parties agree that either party may pursue
claims against the other that do not exceed Fifteen Thousand  Dollars  ($15,000)
in the aggregate in a court of competent  jurisdiction.  Service of  arbitration
claims shall be  acceptable  if made by U.S.  mail or overnight  delivery to the
address for the party described herein.

All  arbitration  hereunder will be conducted in accordance  with The Commercial
Arbitration Rules of either: (a) The American Arbitration Association ("AAA") or
(b) United States Arbitration & Mediation  ("USA&M").  The party first filing an
arbitration  claim shall designate which  arbitration  forum and rules are to be
applied for all disputes between the parties. The arbitration rules are found at
www.adr.org for AAA, and at  www.usam-midwest.com  for USA&M.  AAA claims may be
filed in any AAA office. Claims filed with USA&M shall be filed in their Midwest
office located at 720 Olive Street,  Suite 2020, St. Louis,  Missouri 63101. All
arbitrator(s)  selected  will be attorneys  with at least five (5) years secured
transactions  experience.  A panel of three  arbitrators  shall  hear all claims
exceeding One Million  Dollars  ($1,000,000),  exclusive of interest,  costs and
attorneys'  fees.  The  arbitrator(s)  will decide if any  inconsistency  exists
between  the  rules  of  any  applicable  arbitral  forum  and  the  arbitration
provisions  contained  herein.  If such  inconsistency  exists,  the arbitration
provisions   contained  herein  will  control  and  supersede  such  rules.  The
arbitrator  shall follow the terms of this  agreement  and the  applicable  law,
including without  limitation,  the  attorney-client  privilege and the attorney
workproduct doctrine.

Each party hereby consents to a documentary  hearing for all arbitration claims,
by submitting the dispute to the arbitrator(s) by written briefs and affidavits,
along with relevant documents.  However, arbitration claims will be submitted by
way of an oral hearing,  if any party requests an oral hearing within forty (40)
days after service of the claim,  and that party remits the appropriate  deposit
for AAA's fees and  arbitrator  compensation  within ten (10) days of making the
request.  The site of all oral  arbitration  hearings will be in the Division of
the Federal Judicial  District in which AAA or USA&M maintains a regional office
that is closest to Dealer.

Discovery permitted in any arbitration proceeding commenced hereunder is limited
as  follows:  No later than  forty  (40) days after the filing and  service of a
claim for  arbitration,  the parties in contested  cases will exchange  detailed
statements  setting forth the facts  supporting the claim(s) and all defenses to
be raised during the arbitration,  and a list of all exhibits and witnesses.  No
later than  twenty-one  (21) days  prior to the oral  arbitration  hearing,  the
parties will exchange a final list of all exhibits and all witnesses,  including
any  designation  of any  expert  witness(es)  together  with a summary of their
testimony; a copy of all documents and a detailed description of any property to
be  introduced  at  the  hearing.   Under  no  circumstances  will  the  use  of
interrogatories,   requests  for  admission,  requests  for  the  production  of
documents or the taking of  depositions be permitted.  However,  in the event of
the  designation of any expert  witness(es),  the following will occur:  (a) all
information  and  documents  relied  upon  by the  expert  witness(es)  will  be
delivered to the  opposing  party;  (b) the opposing  party will be permitted to
depose the expert  witness(es);  (c) the  opposing  party will be  permitted  to
designate rebuttal expert  witness(es);  and (d) the arbitration hearing will be
continued  to the earliest  possible  date that  enables the  foregoing  limited
discovery to be accomplished.

The  Arbitrator(s)  will not have the  authority to award  exemplary or punitive
damages.

All arbitration  proceedings,  including testimony or evidence at hearings, will
be kept confidential,  although any award or order rendered by the arbitrator(s)
pursuant to the terms of this  Guaranty  may be confirmed as a judgment or order
in any state or federal  court of  competent  jurisdiction  within  the  federal
judicial  district  which  includes the residence of the party against whom such
award or order  was  entered.  This  Guaranty  concerns  transactions  involving
commerce  among the several  states.  The Federal  Arbitration  Act ("FAA") will
govern all arbitration(s) and confirmation proceedings hereunder.

Nothing  herein  will be  construed  to prevent  your or our use of  bankruptcy,
receivership,   injunction,   repossession,   replevin,   claim  and   delivery,
sequestration, seizure, attachment, foreclosure, and/or any other prejudgment or
provisional  action or remedy  relating  to any  collateral  for any  current or
future  debt owed by either  party to the other.  Any such action or remedy will
not waive your or our right to compel arbitration of any Dispute.

If either we or you bring any other action for  judicial  relief with respect to
any Dispute (other than those set forth in the preceding paragraphs),  the party
bringing  such  action will be liable for and  immediately  pay all of the other
party's  costs and  expenses  (including  attorneys'  fees)  incurred to stay or
dismiss such action and remove or refer such Dispute to  arbitration.  If either
we or you bring or appeal an action to vacate or modify an arbitration award and
such  party  does not  prevail,  such  party  will pay all costs  and  expenses,
including attorneys' fees, incurred by the other party in defending such action.
Additionally,  if we sue you or institute any arbitration  claim or counterclaim
against  you in which you are the  prevailing  party,  we will pay all costs and
expenses (including  attorneys' fees) incurred by you in the course of defending
such action or proceeding.

Any arbitration  proceeding must be instituted:  (a) with respect to any Dispute
for the collection of any debt owed by either party to the other, within two (2)
years after the date the last payment was received by the instituting party; and
(b) with respect to any other  Dispute,  within two (2) years after the date the
incident giving rise thereto  occurred,  whether or not any damage was sustained
or capable of  ascertainment  or either party knew of such incident.  Failure to
institute  an  arbitration  proceeding  within such period  will  constitute  an
absolute bar and waiver to the  institution  of any  proceeding  with respect to
such  Dispute.  Except as otherwise  stated  herein,  all  notices,  arbitration
claims,  responses,  requests and documents will be sufficiently given or served
if mailed  or  delivered:  (i) to us at our  address  below;  (ii) to you at 655
Maryville  Centre Drive,  St. Louis,  Missouri  63141-5832,  Attention:  General
Counsel;  or such other  address as the parties may specify from time to time in
writing.

The agreement to arbitrate will survive the termination of this Guaranty.

IF THIS GUARANTY IS FOUND TO BE NOT SUBJECT TO ARBITRATION, ANY LEGAL PROCEEDING
WITH RESPECT TO ANY DISPUTE  WILL BE TRIED IN A COURT OF COMPETENT  JURISDICTION
BY A JUDGE  WITHOUT  A JURY.  WE WAIVE  ANY  RIGHT  TO A JURY  TRIAL IN ANY SUCH
PROCEEDING.

The terms  contained in this  Guaranty  supercede  and replace the terms of that
certain  Limited  Guaranty  signed March 19, 2003 by ePlus inc.  with respect to
financing provided to ePlus Technology, inc. and to ePlus Technology of PA, inc.

This Guaranty and all agreements  between Dealer and you have been substantially
negotiated,  and will be  substantially  performed,  in the  state of  Missouri.
Accordingly, all Disputes will be governed by, and construed in accordance with,
the laws of such state, except to the extent inconsistent with the provisions of
the FAA which will control and govern all arbitration proceedings hereunder.

THIS GUARANTY  CONTAINS  BINDING  ARBITRATION,  JURY WAIVER AND PUNITIVE DAMAGES
WAIVER PROVISIONS.

Date:  ______________,  2004

                                                                      ePLUS inc.
                                 Steven J.  Mencarini,  Chief  Financial Officer

                                                           Address of Guarantor:
                                                             400 Herndon Parkway
                                                                     Herndon, VA








                             SECRETARY'S CERTIFICATE

I hereby  certify that I am the  Secretary or Assistant  Secretary of ePLUS inc.
("Guarantor")  and that  execution of the above  Limited  Guaranty was ratified,
approved and  confirmed by the  Shareholders  at a meeting,  if  necessary,  and
pursuant to a resolution  of the Board of Directors of Guarantor at a meeting of
the Board of  Directors  duly called,  and which is  currently in effect,  which
resolution was duly presented, seconded and adopted and reads as follows:

"BE IT RESOLVED  that any officer of this  corporation  is hereby  authorized to
execute a guaranty of the obligations of ePlus Technology, inc. ("Dealer") to GE
Commercial Distribution Finance Corporation on behalf of the corporation,  which
instrument  may  contain  such  terms as the  above  named  persons  may see fit
including,  but not  limited  to a waiver  of notice  of the  acceptance  of the
guaranty; presentment;  demand; protest; notices of nonpayment,  nonperformance,
dishonor,  the amount of  indebtedness  of Dealer  outstanding  at any time, any
legal proceedings  against Dealer, and any other demands and notices required by
law; and any right of contribution from other guarantors."

IN WITNESS  WHEREOF,  I have hereunto set my hand and affixed the corporate seal
on this ____ day of _______________, 2004.


                                                              ePLUS inc.


(SEAL) Erica S. Stoecker, Secretary