8-K

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

     PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

         Date of report (date of earliest event reported): May 28, 2004

                          MANCHESTER TECHNOLOGIES, INC.
             (Exact name of Registrant as specified in its charter)

             New York                   0-21695                    11-2312854
  (State or other jurisdiction        (Commission               (I.R.S. Employer
of incorporation or organization)     File Number)                 I.D. Number)

       160 Oser Avenue, Hauppauge, New York                          11788
     (Address of principal executive offices)                      (Zip Code)

       Registrant's telephone number, including area code: (631) 435-1199

          (Former name or former address, if changed since last report)

Item 2. Acquisition or Disposition of Assets

Manchester Technologies, Inc. ("Manchester") announced by press release on May
28, 2004 that on such date it had sold its information technology fulfillment,
professional services, and enterprise software development and operations
consulting business to ePlus, inc. ("ePlus"). The transaction involved the sale
to ePlus of the customer list of this business and certain related equipment,
the assumption by ePlus of certain contracts and liabilities pertaining to this
business, the hiring by ePlus of approximately 135 Manchester employees involved
in the business, and an option to purchase certain inventory of the business to
be determined at a subsequent date. The transaction did not include, and
Manchester retained, the balance of the inventory and all of the accounts
receivable of this business. Manchester will continue distributing display
technology solutions and plasma display monitors and computer hardware primarily
to dealers and system integrators. The press release is attached hereto as
Exhibit 99 and incorporated by reference herein. The sale was made pursuant to
an Asset Purchase and Sale Agreement dated May 28, 2004 by and between ePlus
Technology, Inc., a wholly owned subsidiary of ePlus, and Manchester. The
purchase price for the acquisition was approximately $5.2 million dollars, of
which approximately $250,000 is held in escrow. The escrow will be released when
Manchester delivers to ePlus unaudited financial statements for the quarter
ending April 30, 2004 and from May 1, 2004 to May 28, 2004, which Manchester
anticipates will occur on or before September 15, 2004.

For a ninety-day period, which may be extended at the option of ePlus for up to
a maximum of four 30-day periods, Manchester will perform certain operational
and hosting services ("Services") for ePlus to facilitate the transition of the
business to ePlus in an efficient and effective manner. Manchester will be
reimbursed for substantially all of its costs incurred in providing the
Services.




Item 7. Financial Statements, Pro Forma Financial Information and Exhibits

The pro forma financial information required by item 7 of Form 8-K will be filed
by amendment. The following exhibits are filed herewith:

    Exhibits            Description

      2           Asset Purchase and Sale Agreement by and between ePlus
                  Technology, Inc. and Manchester Technologies, Inc. dated May
                  28, 2004.

      2.1         Services Agreement by and between ePlus Technology, Inc. and
                  Manchester Technologies, Inc. dated May 28, 2004.

      2.2         Escrow Agreement by and between ePlus Technology, Inc.,
                  Manchester Technologies, Inc. and Joel Rothlein, as Escrow
                  Agent, dated May 28, 2004.

      2.3         Sub-Lease by and between Manchester Technologies, Inc. and
                  ePlus Technology, Inc., dated May 28, 2004.

      2.4         Sub-Lease by and between Manchester Technologies, Inc. and
                  ePlus Technology, Inc., dated May 28, 2004.

      2.5         Sub-Lease by and between Manchester Technologies, Inc. and
                  ePlus Technology, Inc., dated May 28, 2004.

      2.6         Assignment of Lease by and between Manchester Technologies,
                  Inc. and ePlus Technology, Inc., dated May 28, 2004.

      2.7         Assignment of Lease by and between Manchester Technologies,
                  Inc. and ePlus Technology, Inc., dated May 28, 2004.

      99.1        Press Release dated May 28, 2004 regarding the sale of certain
                  assets by Manchester Technologies, Inc. to ePlus inc.

                                   SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

Dated: June 10, 2004

                                      MANCHESTER TECHNOLOGIES, INC.
                                      (Registrant)

                                      By:   /S/ Barry R. Steinberg
                                           --------------------
                                           Barry R. Steinberg
                                           President and Chief Executive Officer




Exhibit Index.

Exhibit No.     Description

    2           Asset Purchase and Sale Agreement by and between ePlus
                Technology, Inc. and Manchester Technologies, Inc. dated May 28,
                2004.

    2.1         Services Agreement by and between ePlus Technology, Inc. and
                Manchester Technologies, Inc. dated May 28, 2004.

    2.2         Escrow Agreement by and between ePlus Technology, Inc.,
                Manchester Technologies, Inc. and Joel Rothlein, as Escrow
                Agent, dated May 28, 2004.

    2.3         Sub-Lease by and between Manchester Technologies, Inc. and ePlus
                Technology, Inc., dated May 28, 2004.

    2.4         Sub-Lease by and between Manchester Technologies, Inc. and ePlus
                Technology, Inc., dated May 28, 2004.

    2.5         Sub-Lease by and between Manchester Technologies, Inc. and ePlus
                Technology, Inc., dated May 28, 2004.

    2.6         Assignment of Lease by and between Manchester Technologies, Inc.
                and ePlus Technology, Inc., dated May 28, 2004.

    2.7         Assignment of Lease by and between Manchester Technologies, Inc.
                and ePlus Technology, Inc., dated May 28, 2004.

    99.1        Press Release dated May 28, 2004 regarding the sale of certain
                assets by Manchester Technologies, Inc. to ePlus inc.

EX-2

                                                                       EXHIBIT 2

                        ASSET PURCHASE AND SALE AGREEMENT

      Agreement made this 28th day of May, 2004 by and between ePlus Technology,
Inc., a Virginia corporation, with a principal place of business at 400 Herndon
Parkway, Herndon, VA 20170 ("Buyer") and Manchester Technologies, Inc., a New
York corporation, with a principal place of business at 160 Oser Avenue,
Hauppauge, New York 11788 ("Seller"), on behalf of itself and all of its
subsidiaries.

      RECITALS

      A. Seller is a reseller of computer information technology products and
services.

      B. Seller desires to sell to Buyer and the Buyer desires to purchase from
the Seller the Assets and the Business.

      C. For a period of three years from the Closing, the Seller shall cease to
act directly or indirectly as a reseller of computer information technology
products and services to domestic (USA) end users, as provided herein.

      D. Seller and Buyer are publicly traded companies and Seller and Buyer are
in compliance with all applicable SEC and NASD rules and regulations.

      E. Capitalized terms used in this Agreement are defined in Section 1
hereof.

      1. Definitions.

      1.1. "Ancillary Documents": The Services Agreement, the Escrow Agreement,
the Sublease Agreements and/or Assignments and the Non-Solicitation Agreement.

      1.2. "Assets"(all of which are owned by Seller): all assets exclusively
used in the Business, unless excluded herein, including but not limited to the
customer lists, computer data files, personnel records regarding employees hired
by Buyer, sales records, customer records, marketing materials, and web content
including the domain name and address for Manchester Software
(manchestersoftware.com), , and the "superstore" but not including
e-manchester.com or mecnet.com, and the Contracts including but not limited to
those set forth on Schedules 1.2 and 3.7, the rights to income from Qwest
agreements scheduled on 1.2.2 ($210,527), the rights to income from the Cisco
agreements scheduled on 1.2.2 ($268,979), provided Buyer uses best efforts to
comply with the contractual requirements of Cisco to obtain payment, and
equipment set forth on Schedule 1.2 excluding items on Schedule 1.2.1; provided
for the avoidance of doubt that the following are expressly excluded from such
definition: all assets used in the Reserved Business Activities, cash,
trademarks and other Proprietary Information not expressly included, securities
held in any


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entity, accounts receivable invoiced as of the Closing or on open orders as
scheduled provided the products shipped pursuant to such open orders are shipped
on or before June 11, 2004, as such term is defined in Section 7.1 hereof, and
corporate minute books and stock transfer records.

      1.3. "Business": the information technology hardware and software reseller
and services operations, including e. Track Solutions (d.b.a. Manchester
Software), carried on by the Seller to its information technology hardware
products and services end user customers to the date of Closing. The Business
includes information technology, product sale and services to domestic (USA) end
users, which shall be defined to mean end users taking delivery of the product
and/or services in the United States (including Territories) including any
international organizations. The Business excludes sales of paper custom forms
sold to end-users, product sales and services to resellers and product sales and
services to non-domestic end users who accept delivery outside the United
States, including non-domestic end users who accept delivery by a domestic
export agent or freight forwarder. The Business includes the Doctor Notes and
Quest and UNICEF Contracts.

      1.3.1. "Committed Inventory: The inventory scheduled on Schedule 1.3.1
shall be the Committed Inventory.

      1.4. "Contracts": The Agreements including all revenue-producing contracts
in the Business and such other agreements related exclusively to the Business,
excluding the Agreements relating to the Reserved Business Activities provided,
however, that any Agreement (other than Doctor Notes, UNICEF and Quest) relating
to both the Business and the Reserved Business Activity shall be shared, subject
to the terms of any such Agreement

      1.5. "Excluded Liabilities": Except for Liabilities, all liabilities,
obligations or commitments of Sellers for (i) any state, federal, sales, use,
goods and services, excise or custom taxes, (ii) any claim with respect to any
"employee benefit plan", as such term is used in section 3(3) of ERISA, and any
bonus, incentive, or deferred compensation, severance, retention, change of
control, or stock option plan, (iii) the termination of any employee benefits or
employee benefit plan on or prior to the Closing and any liabilities arising
from the termination of Seller's employees not hired by Purchaser subsequent to
Closing, (iv) the termination of employment of any employee of the Seller on or
prior to the Closing and any liabilities arising from the termination of
Seller's employees not hired by Purchaser subsequent to Closing, (v) any legal,
accounting, transactional, consultant, brokerage or other expense relating to
the negotiation and consummation of the transactions contemplated by this
Agreement by or on behalf of the Seller, (vi) any liability, obligation or
commitment of any kind caused by or arising from the conduct or operation of the
Business prior to the Closing.


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      1.6. "Inventory": Means all goods identified on Schedule 1.6. Schedule
8.15(a) to be completed after Closing shall list all Inventory to be transferred
to Buyer. Schedule 8.15(b) to be completed after the Closing shall list all
Inventory to be retained by Seller. Such Schedules and total consideration shall
be agreed upon after closing in accordance with Section 8.15.

      1.7. "Liabilities": all liabilities of Seller which are listed on Schedule
1.7, liabilities to third parties under any other Contracts pursuant to Section
8.4 or to indemnify Seller pursuant to Section 8.4, the Seller's liabilities
with respect to Hired Active Employees as provided in Section 8.1, the
liabilities for such other Employees to the extent allocated to Buyer as
provided for in Section 3.25, and, the Buyers' obligations pursuant to the
Ancillary Documents and no others. Buyer assumes no liability of Seller not set
forth herein.

      1.8. "Services Agreement": the Agreement in substantially the form
attached hereto as Schedule 1.8.

      1.9. "Purchase Price": Five million two hundred six thousand, eight
hundred fourteen dollars and eighteen cents ($5,206,814.18). , plus the value of
Inventory to be Scheduled in 8.15(a), plus Purchase Price Adjustments as
provided for in Section 2.5 below.. The net purchase price to be paid at closing
is five million dollars ($5,000,000), (which is $5,206,814.18, adjusted pursuant
to Paragraph 2.5), to be paid by wire transfer at closing.

      1.10. The "Sublease and Assignment Agreements" are the Agreements in
substantially the form attached as Schedule 1.10.

      1.11. "Seller Financial Statements": the financial statements provided
pursuant to Sections 7.1.5 and 8.9 hereof.

      1.12. The "Non Solicitation Agreements" are the Agreements in
substantially the forms attached as Schedule 1.12.

      1.13 "Reserved Business Activities" shall mean the remaining post-closing
business of the Seller, such as Electrograph Systems, and any business activity
which is not expressly prohibited by this Agreement or the Ancillary Documents.

      2. Transaction.

      2.1. Upon the terms and subject to the conditions set forth in this
Agreement, at the Closing, the Seller shall sell, transfer, convey, assign and
deliver to the Buyer, and the Buyer shall purchase or acquire from the Seller,
all of the right, title and interest in and to the Assets, other than the Assets
set forth in Schedule 1.2.1, free and clear of all liens and encumbrances.


                                       3


      2.2. The Buyer shall assume and agree to pay, honor and discharge through
performance when due the Liabilities.

      2.3. The Buyer shall not assume any of the Excluded Liabilities.

      2.4. Purchase Price. The purchase price shall equal (i) the Purchase Price
by delivery of cash payable by wire transfer or, and (ii) assumption of the
Liabilities. A portion of the purchase price shall be escrowed pursuant to the
Escrow Agreement.

      2.5. Purchase Price Adjustments. The Purchase Price shall be subject to
adjustment ("Purchase Price Adjustment") in accordance with this Section 2.5.
Any and all Purchase Price Adjustments required to be made shall be payable by
cash payments by Buyer to Seller or Seller to Buyer and otherwise in accordance
with this Section 2.5. All Purchase Price Adjustments shall be subject to the
agreement of the Parties and shall be evidenced by Schedule 2.5.

      2.6. The Purchase Price shall be apportioned as in Schedule 2.6, to be
agreed post-closing.

      3. Warranties and Representations of the Seller. The Seller warrants and
represents to Buyer:

      3.1. Corporate. Seller is a duly organized and a validly existing New York
corporation in good standing as to corporate status and tax requirements in
every jurisdiction where its business so requires. Seller has obtained all
necessary corporate, regulatory, and governmental approvals for the execution
and performance of each of this Agreement and the Ancillary Documents, as
applicable, and has full legal right and power so to do. Each of this Agreement
and the Ancillary Documents has been duly executed and delivered by Seller and
is valid and binding obligation, duly approved as necessary by law, enforceable
in accordance with its terms. The execution and performance of each of this
Agreement and the Ancillary Documents will not violate or constitute a default
under any agreement, charter, by-law, court order, law, rule, regulation,
judgment or injunction by which Seller is bound.

      3.2. Approval. No governmental approval or other consent or Seller
shareholder approval is required to be obtained or made by Seller in connection
with the execution and delivery of this Agreement or the Ancillary Documents to
which it is a party, or the consummation of the transactions contemplated hereby
or thereby.

      3.3. Title. All the Assets are owned by Seller with good and marketable
title, and are not subject to security interests, liens, encumbrances or claims
by third parties.

      3.4. Litigation. Seller is not subject to or threatened by any defensive
litigation, investigation, administrative procedure, arbitration or similar
proceeding that (i) are not


                                       4


generally in the ordinary course of business, or if outside the ordinary course
of business would not have or result in a material adverse effect to the
Business or Assets (ii) questions the validity of, or the obligations of Seller
under, this Agreement or any Ancillary Document, (iii) seeks to impede, enjoin
or invalidate the transactions contemplated by this Agreement or any Ancillary
Document, or (iv) would have or result, in any case or in the aggregate, in a
material adverse effect to the Business or the Assets.

      3.5. Brokers. Seller has no agreement, written or oral, with any broker or
finder requiring any payment in connection with this Agreement, except as
disclosed on Schedule 3.5.

      3.6. Real Property. Schedule 3.6 includes a complete list of the real
property leased by Seller ("Leased Real Property"). Seller has a valid leasehold
interest in the Leased Real Property and such interest shall be in full force
and effect at Closing. It is understood and agreed that Buyer has no obligations
with respect to the Leased Real Property except as set forth in the Sublease and
Assignment Agreements.

      3.7. Contracts: Each of the Contracts described in Schedule 3.7 which
schedule is a non exclusive schedule of Contracts, is, except as the same may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium or
similar laws now or hereafter in effect relating to the enforcement of
creditors' rights generally or by principles governing the availability of
equitable remedies, (a) a valid and binding obligation of Seller and other party
thereto, (b) is in full force and effect and enforceable against Seller and the
other party to the Contract, and (c) there does not exist any violation, breach
or default, or any event or condition that would constitute a violation or
breach or a default under any such Contract by the Seller. Seller has performed
all material obligations required to be performed by it to date under the
Contracts. All Contracts are in the name of Seller. Schedule 3.7 lists the names
of all parties, and with respect to each Contract attached, and to the extent
evidenced by the attached, , the subject matter, the duration, whether the
Contract is assignable or not, whether there are any notices that are required
and whether they have or have not been given and any other information material
to Buyer with respect to the Contracts. With respect to each Contract attached
to Schedule 3.7, Seller is providing Buyer an original, or if after diligent
search an original is not located, a certified copy, of the Contract and any and
all necessary attachments and related documents. Seller warrants that the
Contract is a true and complete copy and there are no side letters or other
documents or oral agreements which modify the terms of the written documents
provided and that no person is authorized to modify any contract up to the date
of Closing. Contracts for which consent is required but not obtained shall be
addressed in the Service Agreement. There shall be no adjustment of the Purchase
Price by reason of the failure of any third party to withhold or condition
consent to the assignment of any contract, including without limitation any
lease to Leased Real Property. Seller covenants that Buyer will receive the
amount set forth in Schedules 1.2.2, provided Buyer fulfills its obligations
thereunder.


                                       5


      3.8. Benefits. There are no plans of Seller in effect for pension, profit
sharing, deferred compensation, severance pay, bonuses, stock options, stock
purchases, or any other form of retirement or deferred benefit, or for any
health, accident or other welfare plan, collectively herein "the Benefits."
Subject to Sectons 3.25 and 8.1, Buyer shall have no liability as to any of the
Benefits, as limited in this Section 3.8, for the individuals listed on Schedule
3.21(c) unless specifically assumed on Schedule 3.8.

      3.9. Claims. There have been no private or governmental claims, citations,
complaints, notices of violation or letters made, issued to or threatened
against Seller by any governmental entity or private or other party for the
impairment or diminution of, or damage, injury or other adverse effects to, the
environment or public health resulting, in whole or in part, from the use or
operation of the Leased Real Property. Seller has duly complied with and the
Leased Real Property is in compliance with, the provisions of all federal, state
and local environmental, health and safety laws, codes and ordinances and all
rules and regulations promulgated thereunder.

      3.10. No Violation. Seller is not in violation with respect to the Assets
of any law, order, ordinance, rule or regulation of any governmental authority.

      3.11. Compliance. The transaction contemplated herein complies with all
applicable SEC, governmental, and NASD statutes, rules and regulations. Seller
specifically represents that the approval of a majority of its shareholders is
not required.

      3.12. Financial Statements. The Seller Financial Statements comprising
Schedule 3.12, defined in section 7.1.5 and those to be provided pursuant to
Section 8.9, present fairly in all respects the financial position of Seller as
of the dates indicated and the results of its operations and its cash flows for
the periods then ended in accordance with GAAP, consistently applied. The Seller
Financial Statements contain all adjustments necessary to present fairly the
financial condition of Seller as of the respective dates indicated and the
results of operations of Seller for the respective periods indicated, except for
normal audit adjustments.

      3.13. Absence of Changes. Since the date of the last Balance Sheet
provided by Seller to Buyer, (i) Seller has carried on its business only in the
ordinary course consistent with past practice, (ii) there has been no material
adverse change, and there has been no event or circumstance which is reasonably
anticipated to result in a material adverse change, with respect to Seller, and
(iii) Seller has not made any change in any method of accounting or accounting
practice.

      3.14. Tax Matters.

            (a) Seller has filed all tax returns that it was required to file
      prior to the Closing Date. All such tax returns were correct and complete
      in all respects. All taxes owed by Seller (whether or not shown on any tax
      return) have been paid.


                                       6


      Seller currently is not the beneficiary of any extension of time within
      which to file any tax return. No claim has ever been made by an authority
      in a jurisdiction where Seller does not file tax returns that it is or may
      be subject to taxation by that jurisdiction. There are no security
      interests or liens on any of the Assets of Seller that arose in connection
      with any failure (or alleged failure) to pay any tax.

            (b) Seller has withheld and paid all taxes required to have been
      withheld and paid in connection with amounts paid or owing to any
      employee, independent contractor, creditor, stockholder, or other third
      party.

            (c) Seller does not expect any authority to assess any additional
      taxes with respect to Seller for any period for which tax returns have
      been filed. There is no dispute or claim concerning any tax liability of
      Seller either (A) claimed or raised by any authority in writing or (B) as
      to which any directors and officers (and employees responsible for tax
      matters) of Seller have knowledge.

            (d) Seller has not waived any statute of limitations in respect of
      taxes or agreed to any extension of time with respect to a tax assessment
      or deficiency.

            (e) Seller has not filed a consent under Code Sec. 341 (f)
      concerning collapsible corporations. Seller has not been a United States
      real property holding corporation within the meaning of Code Sec. 897 (c)
      (2) during the applicable period specified in Code Sec. 897 (c) (1) (A)
      (ii). (A) Seller has not been a member of an affiliated group filing a
      consolidated federal income tax return (other than a group the common
      parent of which is the Seller or (B) nor has Seller any liability for the
      taxes of any person (other than any of Seller and its Subsidiaries) under
      Treas. Reg. ss. 1.150206 (or any similar provision of state, local, or
      foreign law), as a transferee or successor, by contract, or otherwise.

      3.15. Intellectual Property.

            (a) Schedule 3.15(a) contains a list of all of Seller's Intellectual
      Property which is part of the Assets. All licenses included in Seller's
      Intellectual Property are in full force and effect and constitute legal,
      valid, and binding obligations of the respective parties thereto and there
      have not been and there currently are not any defaults thereunder by any
      party. Neither Seller nor any of its predecessors or affiliates (or any
      goods or services sold by any of them) has violated, infringed upon, or
      unlawfully or wrongfully used the intellectual property of others and, to
      the knowledge of Seller, none of Seller's Intellectual Property or any
      related rights or any customer lists, supplier lists, or mailing lists, as
      used in Seller's business now or heretofore conducted by Seller, infringes
      upon or otherwise violates the rights of others, nor has any person
      asserted a claim of such infringement or misuse. Except as set forth on
      Schedule 3.15.b, Seller has taken all reasonable measures to enforce,
      maintain, and protect its interests and, to the extent applicable, the
      rights of


                                       7


      third parties, in and to Sellers Intellectual Property. Seller has all
      right, title, and interest in the Intellectual Property identified on
      Schedule 3.15(a). The consummation of the transactions contemplated by
      this Agreement will not alter or impair any Intellectual Property rights
      of Seller or result in a Default under any Contract of Seller. Seller is
      not obligated nor has Seller incurred any liability to make any payments
      for royalties, fees, or otherwise to any person in connection with any of
      Seller's Intellectual Property.

            (b) No present or former officer, director, partner, or employee of
      Seller owns or has any proprietary, financial, or other interest, direct
      or indirect, in any of Seller's Intellectual Property. To Seller's
      reasonable knowledge, no officer or employee of Seller has entered into
      any Contract with a non-party to this Agreement that requires such officer
      or employee to assign any interest to inventions or other Intellectual
      Property or keep confidential any trade secrets, proprietary data,
      customer lists, or other business information or which restricts or
      prohibits such officer or employee from engaging in competitive activities
      with or the solicitation of customers from any competitor of Seller except
      as set forth in Schedule 3.15(b).

            (c) Seller grants Buyer an unconditional, fully-paid, non-exclusive
      perpetual, royalty-free, transferable license to use all software owned by
      Seller to maintain the Business on or prior to Closing. Seller agrees to
      use its best efforts to transfer any third-party licenses used by it in
      the Business to Buyer. Best efforts shall not be construed to require
      Seller to incur any costs.

      3.16 Inventory. The Inventory and Committed Inventory of Seller consists
of new manufactured and purchased parts, goods in process, and finished goods,
all of which is merchantable and fit for the purpose for which it was procured,
and none of which is damaged, or defective.

      3.17. Computer Software and Databases. Schedule 3.17(a) identifies all
Computer Software and Databases owned, licensed, leased, internally developed,
or otherwise used in connection with the Business ("Seller's Computer Software
and Databases") which are to be purchased by Buyer. Seller has all Computer
Software and Databases that are necessary to conduct Seller's business as
presently conducted by Seller and all documentation relating to all such
Computer Software and Databases. Schedule 3.17(b) identifies each Person to whom
Seller, in the last two (2) years, has sold, licensed, leased, or otherwise
transferred or granted any interest or rights to any of Seller's Computer
Software and Databases and the date of each such sale, license, lease, or other
transfer or grant.

      3.18 Insurance. All of the Assets and the operations of Seller of an
insurable nature and of a character usually insured by companies of similar size
and in similar businesses are insured by Seller in such amounts and against such
losses, casualties or risks as is (i) usual in such companies and for such
assets, operations, and businesses, (ii)


                                       8


required by any Law applicable to Seller, or (iii) required by any Contract of
Seller relating to Seller's business. Schedule 3.18 (to be provided
post-closing) contains a complete and accurate list of all insurance policies
held or owned by Seller and now in force and such Schedule indicates the name of
the insurer, the type of policy, the risks covered thereby, the amount of the
premiums, the term of each policy, the policy number and the amounts of coverage
and deductible in each case and all outstanding claims thereunder as of the date
hereof. All such policies are in full force and effect and enforceable in
accordance with their terms. Seller is not now in Default regarding the
provisions of any such policy, including, without limitation, failure to make
timely payment of all premiums due thereon, and has not failed to give any
notice or present any claim thereunder in due and timely fashion. Seller has not
been refused, or denied renewal of, any insurance coverage in connection with
the ownership or use of the Assets or the operation of Seller's business. In
addition to the deductibles set forth on Schedule 3.18, such Schedule discloses
all risks that are self-insured by Seller that in the ordinary course of
business would reasonably be insured by companies of similar size.

      3.19. Employees.

            (a) As of the Schedule date, Schedule 3.19(a) contains a complete
      and accurate list of the following information for each active full-time
      employee, independent contractor, consultant and agent of Seller,
      including each full-time employee on leave of absence or layoff status:
      employer; name; job title; date of hiring or engagement; current
      compensation paid by type (i.e. salary, bonus, commission, overtime or
      other). Upon Buyer's request from and after the Closing, Seller will
      promptly supplement Schedule 3.19(a) by providing all information
      requested by Buyer within the possession and control of Seller pertaining
      to any such employee, subject only to legal limitations restricting
      disclosure;

            (b) As of the Schedule date, Schedule 3.19(b) states the number of
      full-time employees terminated by Seller and contains a complete and
      accurate list of the following information for each employee of Seller who
      has been terminated or laid off, or whose hours of work have been reduced
      by more than fifty percent (50%) by Seller, in the six (6) months prior to
      the date of this Agreement: (i) the date of such termination, layoff or
      reduction in hours; (ii) the reason for such termination, layoff or
      reduction in hours; and (iii) the location to which the employee was
      assigned.

            (c) No officer is bound by any contract with any third party that
      purports to limit the ability of such officer (i) to engage in or continue
      or perform any conduct, activity, duties or practice relating to the
      business of Seller or (ii) to assign to Seller or to any other Person any
      rights to any invention, improvement, or discovery. To Seller's reasonable
      knowledge no former or current employee of Seller is a party to, or is
      otherwise bound by, any contract that in any way adversely affected,
      affects, or will affect the ability of Seller or Buyer to conduct the
      business as heretofore carried on by Seller except to the extent Scheduled
      in Schedule 3.15(b).


                                       9


      3.20 Labor Disputes; Compliance

            (a) Seller has complied in all respects with all legal requirements
      relating to employment practices, terms and conditions of employment,
      equal employment opportunity, nondiscrimination, immigration, wages,
      hours, benefits, collective bargaining and other requirements under
      federal, state and local law, the payment of social security and similar
      taxes and occupational safety and health. Buyer is not liable for the
      payment of any taxes, fines, penalties, or other amounts, however
      designated, for failure to comply with any of the foregoing legal
      requirements.

            (b) Except as disclosed on Schedule 3.20(b), (i) Seller has not
      been, and is not now, a party to any collective bargaining agreement or
      other labor contract; (ii) since May 26, 2004, there has not been, there
      is not presently pending or existing, and to Seller's Knowledge there is
      not threatened any strike, slowdown, picketing, work stoppage or employee
      grievance process involving Seller; (iii) no event has occurred or
      circumstance exists that could provide the basis for any work stoppage or
      other labor dispute; (iv) there is not pending or, to Seller's knowledge,
      threatened against or affecting Seller any proceeding relating to the
      alleged violation of any legal requirement pertaining to labor relations
      or employment matters, including any charge or complaint filed with the
      National Labor Relations Board or any comparable Governmental Body, and
      there is no organizational activity or other labor dispute against or
      affecting Seller; (v) no application or petition for an election of or for
      certification of a collective bargaining agent is pending; (vi) no
      grievance or arbitration Proceeding exists that might have an adverse
      effect upon Seller or the conduct of its business; (vii) there is no
      lockout of any employees by Seller, and no such action is contemplated by
      Seller; and (viii) there is no charge of discrimination pending against or
      threatened against Seller with the Equal Employment Opportunity Commission
      or similar governmental body.

      3.21. Employees and Employee Benefits.

            (a) For the purpose of this Agreement, the term "Active Employees"
      shall mean all employees employed on the Closing Date by Seller for its
      business.

            (b) For the purpose of this Agreement the term "Independent
      Contractors" shall mean all individuals or business entities who are not
      employees and are performing services as sales representatives of Seller
      in connection with the Business on the Closing Date.

            (c) Employment of Active Employees and Engagement of Independent
      Contractors by Buyer. (i) Buyer is not obligated to hire any Active
      Employee or to enter into an agreement with any Independent Contractor but
      may interview all Active Employees and Independent Contractors, except
      that, for the persons or


                                       10


      entities on Schedules 3.21(c) and 3.21(c.2), Buyer will offer employment
      or engagement on the same or similar terms, provided, however, Buyer shall
      not offer employment or solicit the services of any person identified by
      Seller on Schedule 3.21(c.1).The employees or independent contractors to
      whom Buyer has offered employment or engagement and who have accepted such
      employment or engagement will be referred to as the Hired Active Employees
      and the Hired Independent Contractors respectively.. Subject to legal
      requirements, Buyer will have reasonable access to the personnel records
      (including performance appraisals, disciplinary actions and grievances of
      Seller for the purpose of preparing for and conducting employment
      interviews with all Active Employees and will conduct the interviews as
      expeditiously as possible following the Closing Date. Access to Active
      Employees will be provided by Seller upon reasonable prior notice during
      normal business hours. Seller will terminate its employment of all of its
      Hired Active Employees and Hired Independent Contractors upon the
      effective date of such Hired Active Employee's or Hired Independent
      Contractor's employment or engagement by Buyer. (ii) Except insofar as
      Seller determines, in its sole discretion, that their employment is
      necessary under the Services Agreement, Seller shall not solicit the
      continued employment of any Active Employee whom Buyer indicates, pursuant
      to Schedules 3.21(c) and 3.21(c.2), as being the intended recipient of an
      offer of Employment, unless and until Buyer has previously informed Seller
      in writing that the particular Active Employee or Independent Contractor
      will not receive any employment offer from Buyer nor shall Seller solicit
      the employment or engagement of any Hired Active Employee or Hired
      Independent Contractors after the Closing unless and until such Hired
      Active Employee or Hired Independent Contractor has been discharged by
      Buyer. Buyer shall inform Seller promptly of the identities of those
      Active Employees to whom it will not make employment or engagement offers.
      (iii) It is understood and agreed that (A) Buyer's expressed intention to
      extend offers of employment as set forth in this section shall not
      constitute any commitment, contract or understanding (expressed or
      implied) of any obligation on the part of Buyer to a post-Closing
      employment relationship of any fixed term or duration or, except as set
      forth in Section 8.1, upon any terms or conditions other than those that
      Buyer may establish pursuant to individual offers of employment, and (B)
      employment offered by Buyer to Active Employees or Independent Contractors
      is "at will" and may be terminated by Buyer or by an employee or
      independent contractor at any time for any reason (subject to any
      applicable legal requirements). Nothing in this Agreement shall be deemed
      to prevent or restrict in any way the right of Buyer to terminate,
      reassign, promote or demote any of the Hired Active Employees or Hired
      Independent Contractors after the Closing or to change adversely or
      favorably the title, powers, duties, responsibilities, functions,
      locations, salaries, other compensation or terms or conditions of
      employment of such individuals. Schedule 3.21(c.2) consists of employees
      to whom Buyer is making employment/engagement offers, effective upon
      landlord consents and who will be retained by Seller until the time of
      such consents.


                                       11


            (d) Salaries and Benefits. Except as set forth in Section 8.1 (i)
      Seller shall be responsible for (A) the payment of all wages and other
      remuneration due to Active Employees with respect to their services as
      employees of Seller through the close of business on the Closing Date,
      including pro rata bonus payments and all vacation and sick pay ("PAL
      leave") earned prior to the Closing Date; (B) the payment to any Active
      Employees, of any termination or severance payments and the provision of
      health plan continuation coverage in accordance with the requirements of
      COBRA and Sections 601 through 608 of ERISA; and (C) subject to the
      provisions of Section 3.25 any and all payments to employees required
      under the Worker Adjustment and Retraining Notification Act (the "WARN
      Act.") in respect of any "plant closing" or "mass layoff" affecting
      Seller's employees and occurring prior to the Closing Date. (ii) Seller
      shall be liable for any claims made or incurred by Active Employees and
      their beneficiaries through the Closing Date. For purposes of the
      immediately preceding sentence, a claim will be deemed incurred, in the
      case of hospital, medical or dental benefits, when the services that are
      the subject of the charge are performed and, in the case of other benefits
      (such as disability or life insurance), when an event has occurred or when
      a condition has been diagnosed that entitles the employee to the benefit.

            (e) Seller's Deferred Compensation, Retirement and/or Savings Plans.
      (i) All Hired Active Employees who are participants in Seller's deferred
      compensation and/or retirement plans sponsored and/or provided by Seller,
      hereinafter Seller's "Retirement Plans" shall retain their benefits to the
      extent theretofore vested under Seller's Retirement Plans as of the
      Closing Date, and Seller (or Seller's Retirement Plans) shall retain sole
      ability for the payment or transfer of such vested benefits as and when
      such Hired Active Employees become eligible therefor under such plans.

            (f) Collective Bargaining Matters. Buyer will set its own initial
      terms and conditions of employment for the Hired Active Employees and
      others it may hire, including work rules, benefits and salary and wage
      structure, all as permitted by law. Buyer is not obligated to assume any
      collective bargaining agreements under this Agreement. Subject to Section
      3.25 and Section 8.1. Seller shall be solely liable for any severance
      payment required to be made to its employees. Any bargaining obligations
      of Buyer with any union with respect to bargaining unit employees
      subsequent to the Closing, whether such obligations arise before or after
      the Closing, shall be the sole responsibility of Buyer.

            (g) General Employee Provisions. (i) Seller and Buyer shall give any
      notices required by legal requirements and take whatever other actions
      with respect to the plans, programs and policies described in this Section
      3.21 as maybe necessary to carry out the arrangements described in this
      Section 3.21. (ii) Seller and Buyer shall provide each other with such
      plan documents and summary plan descriptions, employee data or other
      information as may be reasonably required to carry out the


                                       12


      arrangements described in this Section 3.21. (iii) If any of the
      arrangements described in this Section 3.21 are determined by the IRS or
      other Governmental Body of competent jurisdiction to be prohibited bylaw,
      Seller and Buyer shall modify such arrangements to reflect as closely as
      possible their expressed intent and retain the allocation of economic
      benefits and burdens to the parties contemplated herein in a manner that
      is not prohibited by law. (iv) Seller shall provide Buyer with completed
      I-9 forms and attachments with respect to all Hired Active Employees,
      except for such employees as Seller certifies in writing to Buyer are
      exempt from such requirement. (v) Buyer shall not have any responsibility,
      liability or obligation, whether to Active Employees, former employees,
      their beneficiaries or to any other Person, with respect to any employee
      benefit plans, practices, programs or arrangements (including the
      establishment, operation or termination thereof and the notification and
      provision of COBRA coverage extension) maintained by Seller.

            (h) Seller will provide Buyer with duplicate copies of all personnel
      records with respect to Hired Active Employees and Hired Independent
      Contractors.

            (i) Subsequent to Closing, Seller shall pay its employees,
      independent contractors, and former employees commissions due to them,
      subject to the same terms and conditions as the existing commission
      policies and/or agreements.

      3.22. Assistance in Proceedings. Seller will cooperate with Buyer and its
counsel in the contest or defense of, and make available its personnel and
provide any testimony and access to its Books and Records in connection with,
any Proceeding involving or relating to (a) any contemplated transaction or (b)
any action, activity, circumstance, condition, conduct, event, fact, failure to
act, incident, occurrence, plan, practice, situation, status or transaction on
or before the Closing Date involving Seller or its business.

      3.23. Nonsolicitation and Nondisparagement.

            (a) Restriction. For a period of three (3) years after the Closing
      Date, Seller shall not, anywhere in the United States, directly or
      indirectly invest in, own, manage, operate, finance, control, advise,
      render services to or guarantee the obligations of any Person engaged in
      or planning to become engaged in the computer IT services business as a
      domestic reseller to end users ("Competing Business"), provided, however,
      that Seller may engage in distribution of such products to other
      "resellers" (excepting any Independent Contractors) or non-domestic end
      users and may continue to engage in distribution and sales of display
      technology and such other products and services related to such business
      currently engaged in by Electrograph Systems, Inc., a wholly owned
      subsidiary of Seller, and any other business not expressly restricted
      hereby, and purchase or otherwise acquire up to (but not more than) five
      percent (5 %) of any class of the securities of any Person (but may not
      otherwise participate in the activities of such Person) if such securities
      are listed on any national or regional securities exchange or have


                                       13


      been registered under Section 12(g) of the Exchange Act. For purposes
      hereof "non-domestic end-users" shall include end-users to whom Seller
      sells by delivery through domestic freight forwarders or domestic export
      agents.

            (b) Nonsolicitation. For a period of three (3) years after the
      Closing Date, Seller shall not, directly or indirectly: (i) cause, induce
      or attempt to cause or induce any customer, supplier, licensee, licensor,
      franchisee, employee, consultant or other business relation of Buyer to
      cease doing business with Buyer, to deal with any competitor of Buyer or
      in any way interfere with its relationship with Buyer; (ii) cause, induce
      or attempt to cause or induce any customer, supplier, licensee, licensor,
      franchisee, employee, consultant or other business relation of Seller on
      the Closing Date or within the year preceding the Closing Date to cease
      doing business with Buyer, to deal with any competitor of Buyer or in any
      way interfere with its relationship with Buyer; or (iii) knowingly hire,
      retain or attempt to hire or retain any employee or independent contractor
      of Buyer or in any way interfere with the relationship between Buyer and
      any of its employees or independent contractors.

            (c) Nondisparagement. After the Closing Date, Seller will not
      disparage Buyer or any of Buyer's shareholders, directors, officers,
      employees or agents.

            (d) Modification of Covenant. If a final judgment of a court or
      tribunal of competent jurisdiction determines that any term or provision
      contained in Section 3.24(a) through (c) is invalid or unenforceable, then
      the parties agree that the court or tribunal will have the power to reduce
      the scope, duration or geographic area of the term or provision, to delete
      specific words or phrases or to replace any invalid or unenforceable term
      or provision with a term or provision that is valid and enforceable and
      that comes closest to expressing the intention of the invalid or
      unenforceable term or provision. This Section 3.24 will be enforceable as
      so modified after the expiration of the time within which the judgment may
      be appealed. This Section 3.24 is reasonable and necessary to protect and
      preserve Buyer's legitimate business interests and the value of the Assets
      and to prevent any unfair advantage conferred on Seller.

            (e) No restriction on Seller under this Section3.23 shall be
      operative with respect to Seller's disposition of inventory scheduled on
      Schedule 8.15(b).

      3.24. Customer and Other Business Relationships. After the Closing, Seller
will cooperate with Buyer in its efforts to continue and maintain for the
benefit of Buyer those business relationships of Seller existing prior to the
Closing and relating to the Business to be operated by Buyer after the Closing,
including relationships with lessors, landlords, vendors, employees, regulatory
authorities, licensors, customers, suppliers and others, and Seller will satisfy
the Excluded Liabilities in a manner that is not detrimental to any of such
relationships. Seller will refer to Buyer all inquiries relating to such
Business and no other Person or entity. Neither Seller nor during the course of
continued employment by Seller,


                                       14


any of its officers, shall take any action that would tend to diminish the value
of the Assets after the Closing or that would interfere with the Business to be
engaged in after the Closing by Buyer, including disparaging the name or
business of Buyer.

      3.25. WARN Act. Pursuant to Section 3.21 Buyer will notify Seller of the
names of all Active Employees of Seller to whom Buyer intends to make an offer
of employment. From and after the closing Buyer shall continue to notify Seller
of the names of all Active Employees who continue to be employed by Seller after
the Closing Date to whom Buyer has made an offer of employment. Seller agrees to
bear all the responsibilities under the WARN Act, if any, including all
notifications for any Active Employees subject to any pre-Closing "plant
closing" or "mass layoff" within the meaning of the WARN Act. The parties agree
to cooperate to minimize WARN Act liability and to share equally in any such
liability as to Seller's Active employees, post-Closing, excepting therefrom
liability as to Hired Active Employees, as to whom any WARN Act obligations
shall be the sole responsibility of Buyer. For purposes hereof "WARN Act
liability" shall include without limitation each of the following: (a) liability
for continued compensation after notice of termination is given to any employee
or the cost of a mutually agreeable negotiated severance payment which such
employee agrees to accept in return for a release of claims pursuant to the WARN
Act; and (b) the actual cost of retaining such employee through and including
any such notice period required by the WARN Act. Seller's agreement to share the
liability equally will not diminish the Buyer's liability to reimburse Seller
for the cost of any such employee pursuant to the Services Agreement

      4. Warranties and Representations of Buyer. Buyer warrants and represents
to Seller:

      4.1. Buyer is a duly organized and a validly existing Virginia corporation
in good standing as to corporate status and tax requirements in every
jurisdiction where its business so requires. Buyer has obtained all necessary
corporate approvals for the execution and performance of each of this Agreement
and the Ancillary Documents and has full legal right and power so to do. Each of
this Agreement and the Ancillary Documents has been duly executed and delivered
by Buyer and is its valid and binding obligation, enforceable in accordance with
its terms. The execution and performance of each of this Agreement and the
Ancillary Documents does not and will not violate or constitute a default under
any agreement, charter, bylaw, court order, judgment or injunction to which
Buyer is a party or by which it is bound.

      4.2. Each of this Agreement and the Ancillary Documents is the legal,
valid and binding obligation of Buyer, enforceable in accordance with its terms.

      4.3. Buyer has no written or oral agreement with any broker or finder
requiring any payment in connection with this Agreement.

      4.4. No governmental approval or other consent or Buyer shareholder
approval or other corporate action is required to be obtained or made by the
Buyer in connection with


                                       15


the execution and delivery of this Agreement or the Ancillary Documents to which
it is a party, or the consummation of the transactions contemplated hereby or
thereby.

      4.5 Buyer will satisfy the Liabilities in accordance with the assumption
of same hereunder.

      4.6 Nondisparagement. After the Closing Date, Buyer will not disparage
Seller or any of Seller's shareholders, directors, officers, employees or
agents.

      5. Intentionally Deleted.

      6. Buyer Confidentiality Obligation., Buyer and Seller agree to be bound
by the terms and conditions of the Non-Disclosure Agreement dated February 27,
2004, with the following modification: for information conveyed from the Seller
(Discloser) to the Buyer (Recipient), only information which satisfies both the
requirements of being Confidential Information in the Non-Disclosure Agreement
and is related to the Reserved Business Activities, shall be considered to be
Confidential Information. Buyer may not publicly disclose the Seller's Financial
Statements prior to Seller's own public disclosure except, and to the extent
necessary, for regulatory filings.

      7. Closing.

      7.1. Buyer shall purchase and Seller shall sell all of Seller's right,
title and interest in and to the Assets, subject to the Liabilities, at the
offices of Kressel, Rothlein, Walsh & Roth, LLC, 684 Broadway, Massapequa, New
York 11758 on May 28, 2004 (the "Closing"); provided, however, in no event shall
Buyer assume any of the Excluded Liabilities. At the Closing, all transactions
set forth below shall be effected. No transaction shall be deemed consummated
unless all such transactions are consummated. It is a condition of the
obligation of Buyer and Seller to consummate the Closing that the obligations of
the other at Closing shall have been performed, unless waived. At Closing:

            7.1.1. Buyer shall deliver to the Seller, and Seller shall deliver
      to Buyer, certificates that all warranties and representations herein are
      true and correct in all material respects at Closing.

            7.1.2. Seller and Buyer shall each deliver to the other certified
      copies of resolutions of its Board of Directors authorizing the execution
      and performance of this Agreement.

            7.1.3. The Purchase Price as per Closing adjustments shall be paid
      by Buyer to Seller by wire transfer in accordance with Seller's
      instructions.


                                       16


            7.1.4. Seller shall have delivered to Buyer all other instruments
      and documents of transfer reasonably requested by Buyer to pass title and
      possession of the Assets.

            7.1.5. Financial Statements. Seller shall have provided financial
      statements ("Seller Financial Statements") which include 1) full carve-out
      financial statements (including balance sheets, statements of earnings,
      changes in shareholders' equity, cash flow, footnotes, and auditor's
      opinion) of the entity representing the Seller's assets, liabilities and
      business being sold or transferred herein, audited by Seller's independent
      accountants in accordance with GAAP and Regulation S-X as of July 31,
      2003, 2002 and 2001 ("Audit Years"), and 2) quarterly unaudited financial
      statements (including balance sheets, statement of earnings, and cash
      flow) for each quarterly period through January 31, 2004.

            7.1.6. The Ancillary Documents shall be executed.

            7.1.7. A Bill of Sale and an Assignment executed and delivered by
      Seller to Buyer.

            7.1.8. The Buyer and Seller shall each have received an opinion of
      the other's respective counsel, substantially in the form of Schedule
      7.1.8 or with such changes thereto as are reasonably satisfactory to the
      other.

      8. Post-Closing Matters.

      8.1. Effective June 1, 2004 at 12:01 AM, (and except for employees or
independent contractors whose services Seller continues under the Services
Agreement), Seller shall terminate the employment of each of the employees named
on Schedules 3.21(c) and 3.21(c.2), and effective as of June 1, 2004 at 12:01
AM, the Buyer shall offer employment to each employee named on Schedules 3.21(c)
and 3.21(c.2) (i) at a position comparable to such employee's position with
Seller immediately prior to the Closing, (iii) in the same general vicinity of
the facility at which such employee was employed by Seller, (iii) at wage or
salary levels and bonus or other incentive compensation amount, as applicable,
in compliance with Buyer's compensation Schedule with respect to similarly
situated employees, and (iv) with its standard employee benefits at Closing,
with length of service with Seller, up to the Closing, to be recognized by Buyer
for purposes of Buyer's 401-K benefit plan (other than accrual of benefits) as
service with Buyer. After the closing Buyer may supplement (without diminution)
Schedule 3.21c. The employees named on Schedules 3.21(c) and 3.21(c.2)
(including those on Schedules 3.21(c) and 3.21(c.2)as may be supplemented) who
accept such offers of employment by the Buyer shall be referred to in this
Agreement as the Hired Active Employees. The Buyer shall assume and be solely
responsible for the liability, if any, under the WARN Act and continued health
care coverage as described in Section 4980B of the Code (COBRA), incurred by the
Seller in connection with the actual or constructive termination of employment
with the Seller


                                       17


(including in connection with the consummation of the transactions contemplated
by this Agreement and the Ancillary Documents) of any employee named on Schedule
3.21(c), and Schedule 3.21(c) as may be supplemented, and Schedule 3.21(c.2),
inclusive. Subject to Section 3.25 the Seller shall remain solely responsible
for any and all liabilities in respect of any Active Employees who do not become
Hired Active Employees. Subject to the terms of the Services Agreement, Seller
agrees to retain those employees set forth in Exhibit F of the Services
Agreement and Schedule 1.10, for the benefit of Buyer. Buyer may, from time to
time, add one or more employees to Schedules 3.21(c) and 3.21(c.2) or give
notice that it does not intend to add employees to Schedules 3.21(c) and
3.21(c.2).

      8.2. The Buyer shall provide Hired Active Employees with coverage under
any welfare and benefit plans, programs, policies or arrangements established by
the Buyer provided that Seller shall remain solely responsible for any and all
benefit liabilities to or in respect of Hired Active Employees or their
beneficiaries or dependents relating to or in connection with any claims based
upon an occurrence prior to the effective date of employment by Buyer for life,
disability, accidental death or dismemberment, medical, dental, hospitalization,
other health or other welfare or benefit plans or expense reimbursements. The
Buyer shall waive any preexisting condition restrictions, as permitted by its
insurance provider(s) and to the extent permitted by law for any Hired Active
Employees and his or her dependents under the applicable benefit plan. From and
after the Closing, the Seller shall remain solely responsible for any and all
liabilities relating to or in connection with the requirements of COBRA to
provide continuation of health care coverage under any plan in respect of (i)
Active Employees who do not become Hired Active Employees and their covered
dependents, and (ii) to the extent related to a qualifying event occurring
before the effective date of employment by Buyer for Hired Active Employees and
their covered dependents.

      8.3. To assure to Buyer the full benefit of conducting the Business from
and after the Closing Date, Seller undertakes that they shall not disclose to
another person or itself use for any purpose, and shall use all reasonable
endeavors to prevent the publication or disclosure of, information concerning
the Business or affairs of the clients or customers of the Business, of which it
has knowledge except for disclosure (i) required by law or applicable regulation
or (ii) on a confidential basis to its professional advisers or (iii) of
information that has come into the public domain through no breach of this
Agreement.

      8.4. Notwithstanding anything to the contrary in this Agreement: This
Agreement shall not constitute an agreement to transfer, convey or assign any
Contracts if a transfer, conveyance or assignment, or an attempt to make a
transfer, conveyance or assignment, without the consent of a third party
(including any governmental authority) would constitute a breach or violation
thereof or in any way materially affect the rights of the transferee, conveyee
or assignee thereof until such consent is obtained; and if any such required
consent is not obtained on or prior to the Closing and Buyer shall so request,
the Seller shall use commercially reasonable efforts to obtain such consent
thereafter, and the Seller and the Buyer shall cooperate with each other to
effect any reasonable arrangement


                                       18


designed to provide to the Buyer the benefit of, and to permit it to assume the
liabilities and. obligations under, any such Contracts. To the extent any
Contract is assigned, Buyer assumes the obligations of its performance from and
after the effective date of its assignment. In the event any Contract cannot be
assigned to Buyer, Seller shall allow Buyer to obtain the benefit of the
Contract in Seller's name and each shall serve as the others' agents for such
purpose; provided that Buyer shall indemnify, defend and hold Seller harmless
from and against any and all claim, demand, action, damage, loss, cost,
interest, liability, fee or expense, including without limitation attorney's
fees, which the Seller may suffer or incur in connection therewith.

      8.5. From the date of Closing until the third annual anniversary thereof,
neither Seller nor its subsidiaries or affiliates shall directly or indirectly
resell information technology hardware or software products or provide
associated services relating thereto to domestic end users or the Independent
Contractors, nor shall Seller receive an agent fee from a reseller of
information technology hardware or software products for the sale by such agent
of any information technology hardware or software products or services, unless
said referral was made prior to closing and payment as a result of said referral
occurs within 120 days of Closing, nor shall they enter into any agreement
designed to subvert the spirit of this paragraph. Nothing herein shall limit or
prohibit the right of Seller, an affiliate or subsidiary to engage in sale or
distribution of such products and/or services to non-domestic end users (as
defined in Section 3.23) or resellers (domestic and non-domestic) or to continue
to engage in sale and distribution of display technology or related products and
services or to engage in any other business activity not expressly prohibited
hereby.

      8.6. On and after the date of Closing, the Seller shall afford promptly to
the Buyer and its representatives access to its books and records, employees and
auditors to the extent necessary or useful for the Buyer in connection with any
third party audit, investigation, dispute or litigation or any other reasonable
business purpose relating to the Business and the Assets. Any such access by the
Buyer shall (i) be upon reasonable notice and at reasonable times during the
normal business hours of Seller, (ii) shall not unreasonably interfere with the
conduct of the business of the Seller, (iii) be at the Buyer's expense and (iv)
shall be subject to appropriate restrictions for classified or privileged
information.

      8.7. Following the Closing, the parties shall at their own expense,
execute and deliver, or cause to be executed and delivered, such additional
reasonable instruments, documents, conveyances or assurances and take such other
actions as may be reasonably necessary, or otherwise reasonably requested by the
other party, to render effective the consummation of the transactions
contemplated by this Agreement and the Ancillary Documents or otherwise carry
out the intent and purposes of this Agreement and the Ancillary Documents.

      8.8. Seller and Buyer shall each promptly remit to the other any payments
received from any Person which belongs to the other party. In the event both
parties have


                                       19


an interest in the check, the payee may endorse and cash it, provided it
promptly remits the amount due to the other party within 5 business days of
clearance or availability of funds.

      8.9. Seller will provide Buyer with unaudited financial statements,
prepared in accordance with GAAP, for the quarter ending April 30, 2004 and from
May 1, 2004 to Closing.

      8.10. Subsequent to closing:

            All rights, title and interest in pre-Closing purchase orders that
      have not been filled and invoiced by Seller on or before June 11, 2004,
      shall be assigned to Buyer on June 12, 2004, and Buyer shall assume
      Seller's obligation to perform and/or fill such purchase order.


      8.11. The parties shall simultaneously announce this transaction. Each
shall have the right to approve the other's text prior to issuance; the right to
approval shall not be unreasonably withheld and in no event may either party
restrict the other from complying with any applicable law or regulation.

      8.12. Seller will sign such documents as are needed to title all tangible
and intangible assets in Buyer.

      8.13 Buyer and Seller each will forthwith use best efforts and submit
necessary materials to obtain Landlord consent for the Subleases and
Assignments. In no event shall Seller be obligated to pay any consideration to
secure the Landlord consent. unless such consideration is provided for in and by
the existing Lease. Upon obtaining such consents, respectively, Seller shall
assign to Buyer all right, title and interest in and to the Assets scheduled on
Schedule 1.2 regarding the locations to which those consents correspond. Until
such time, Buyer shall have free use of the such Assets. Upon landlord consent,
Buyer will pay Seller the security deposits for Boca Raton ($8,239.73) and
Pittsford ($4,196.00).

      8.14 Seller shall afford full access at all reasonable times, and in a
manner so as not to interfere with the normal business operations of Seller, to
Buyer and its duly appointed representatives to all information concerning the
Assets and personnel of Seller.

      8.15 On or before June 12, 2004 Buyer shall inspect all Seller's Inventory
as scheduled on Schedule 1.6 and identify those items of Inventory to be
purchased from Seller. The items to be purchased by Buyer shall be sold to Buyer
at Seller's cost. The items and costs of such items to be sold to Buyer shall be
scheduled on Schedule 8.15(a). The items to be retained by Seller shall be
scheduled on Schedule 8.15(b)


                                       20


      8.16 Without charge to Buyer, Seller will permit Buyer to use such
personal property as existing in Seller's premises leased to Seller situated at
the Columbia office from and after the closing until purchased by Buyer from
Seller or removed by Seller. Until Seller's removal or Buyer's Purchase or such
use by Buyer terminates, whichever is later, Buyer shall maintain such personal
property in the same condition as presently existing, reasonable wear and tear
excepted. Prior to December 1, 2004, Seller agrees not to remove such property
unless and until Buyer has been offered an opportunity to purchase such items at
the same price and on the same terms as offered to Seller by a third party.
Buyer shall grant access to Seller on reasonable notice during usual business
hours to permit inspection by Seller and/or third parties to whom Seller
identifies as prospective purchasers of such property.

      8.17 Buyer shall purchase all the Committed Inventory remaining after June
11, 2004 in accordance with Schedule 2.5 (Item 3), and such other inventory as
Buyer may elect to purchase pursuant to Schedule 2.5 (Item 2).

      9. Remedies for Breaches of This Agreement

      (a) Survival of Representations and Warranties.

            All of the representations and warranties of the Parties contained
      in this Agreement shall survive the Closing and continue in full force and
      effect for a period of one (1) year.

      (b) Indemnification Provisions for Benefit of Buyer.

            (i) In the event Seller breaches (or in the event any third party
      alleges facts that, if true, would mean Seller has breached) any of its
      respective representations, warranties, and covenants contained in this
      Agreement, and, if there is an applicable survival period pursuant to
      Section 9(a) above, provided that Buyer makes a written claim for
      indemnification against Seller within one year of expiration of such
      survival period, then Seller agrees, jointly and severally, to indemnify
      Buyer from and against the entirety of any Adverse Consequences Buyer may
      suffer through and after the date of the claim for indemnification
      (including any Adverse Consequences Buyer may suffer after the end of any
      applicable survival period) resulting from, arising out of, relating to,
      in the nature of, or caused by the breach (or the alleged breach)
      provided, however, that Seller shall not have any obligation to indemnify
      Buyer from and against any Adverse Consequences resulting from, arising
      out of, relating to, in the nature of, or caused by the breach (or alleged
      breach) of any representation or warranty of Seller until Buyer has
      suffered Adverse Consequences by reason of all such breaches (or alleged
      breaches) in excess of a $50,000 aggregate threshold at which point Seller
      will be obligated thereafter to indemnify Buyer from and against all such
      Adverse Consequences. The $50,000 aggregate threshold provided for herein
      shall not be


                                       21


      applicable to the Purchase Price Adjustments, Post Closing Adjustments,
      Seller's obligations under Section 3.25, or under the Services Agreement.

            (ii) Seller agrees to indemnify Buyer from and against the entirety
      of any Adverse Consequences Buyer may suffer resulting from, arising out
      of, relating to, in the nature of, or caused by any liability of Seller
      which is not an assumed Liability including any liability of Seller that
      becomes a liability of Buyer under any bulk transfer law (other than bulk
      transfer sales taxes) of any jurisdiction, under any common law doctrine
      of de facto merger or successor liability, or otherwise by operation of
      law.

      (c) Indemnification Provisions for Benefit of Seller.

            (i) In the event Buyer breaches (or in the event any third party
      alleges facts that, if true, would mean Buyer has breached) any of its
      representations, warranties, and covenants contained in this Agreement,
      and, if there is an applicable survival period pursuant to Section 9(a)
      above, provided that Seller makes a written claim for indemnification
      against Buyer within such survival period, then Buyer agrees to indemnify
      Seller from and against the entirety of any Adverse Consequences Seller
      may suffer after the end of any applicable survival period) resulting
      from, arising out of, relating to, in the nature of, or caused by the
      breach (or the alleged breach). Buyer shall not have any obligation to
      indemnify Seller from and against any Adverse Consequences resulting from,
      arising out of, relating to, in the nature of, or caused by the breach (or
      alleged breach) of any representation or warranty of Buyer until Seller
      has suffered Adverse Consequences by reason of all such breaches (or
      alleged breaches) in excess of a $50,000 aggregate threshold at which
      point Buyer will be obligated thereafter to indemnify Seller and against
      all such Adverse Consequences. The $50,000 aggregate threshold shall not
      be applicable to a breach of Sections 4.5, 3.25, or 8.1, the Purchase
      Price Adjustments, the Post Closing Adjustments, or under the Services
      Agreement.


            (ii) Buyer agrees to indemnify Seller from and against the entirety
      of any Adverse Consequences Seller may suffer resulting from, arising out
      of, relating to, in the nature of, or caused by any liability of Seller
      that becomes a liability of Buyer for any bulk transfer sales taxes of any
      jurisdiction, and any claim by the Landlord under any lease assigned to
      Buyer or by any Lessor under any sublease granted by Seller to Buyer,
      under any of the Ancillary Agreements and any claim by any Lessor under
      any lease agreement through which Buyer is granted a sublease in
      accordance with any of the Ancillary Agreements.

      (d) Matters Involving Third Parties.


                                       22


            (i) If any third party shall notify any Party (the "Indemnified
      Party") with respect to any matter (a "Third Party Claim") which may give
      rise to a claim for indemnification against the other Party (the
      "Indemnifying Party") under this Section 9, then the Indemnified Party
      shall promptly notify the Indemnifying party thereof in writing; provided,
      however, that no delay on the part of the Indemnified Party in notifying
      the Indemnifying Party shall relieve the Indemnifying Party from any
      obligation hereunder unless (and then solely to the extent) the
      Indemnifying Party thereby is prejudiced.

            (ii) The Indemnifying Party will have the right to defend the
      Indemnified Party against the Third Party Claim with counsel of its choice
      reasonably satisfactory to the Indemnified Party so long as (A) the
      Indemnifying Party notifies the Indemnified Party in writing within 15
      days after the Indemnified Party has given notice of the Third Party Claim
      that the Indemnifying Party will indemnify the Indemnified Party from and
      against the entirety of any Adverse Consequences the Indemnified Party may
      suffer resulting from, arising out of, relating to, in the nature of, or
      caused by the Third Party Claim, (B) the Indemnifying Party provides the
      Indemnified Party with evidence reasonably acceptable to the Indemnified
      Party that the Indemnifying Party will have the financial resources to
      defend against the Third Party Claim and fulfill its indemnification
      obligations hereunder, (C) the Third Party Claim involves only money
      damages and does not seek an injunction or other equitable relief, (D)
      settlement of, or an adverse judgment with respect to, the Third Party
      Claim is not, in the good faith judgment of the Indemnified Party, likely
      to establish a precedential custom or practice materially adverse to the
      continuing business interests of the Indemnified Party, and (E) the
      Indemnifying Party conducts the defense of the Third Party Claim actively
      and diligently.

            (iii) So long as the Indemnifying Party is conducting the defense of
      the Third Party Claim in accordance with Section 8 (d) (ii) above, (A) the
      Indemnified Party may retain separate co-counsel at its sole cost and
      expense and participate in the defense of the Third Party Claim, (B) the
      Indemnified Party will not consent to the entry of any judgment or enter
      into any settlement with respect to the Third Party Claim without the
      prior written consent of the Indemnifying Party (not to be withheld
      unreasonably), and (C) the Indemnifying Party will not consent to the
      entry of any judgment or enter into any settlement with respect to the
      Third Party Claim without the prior written consent of the Indemnified
      Party (not to be withheld unreasonably).

            (iv) In the event any of the conditions in Section 8 (d) (ii) above
      is or becomes unsatisfied, however, (A) the Indemnified Party may defend
      against, and consent to the entry of any judgment or enter into any
      settlement with respect to, the Third Party Claim in any manner it
      reasonably may deem appropriate (and the Indemnified Party need not
      consult with, or obtain any consent from, the Indemnifying Party in
      connection therewith), (B) the Indemnifying Party will reimburse the
      Indemnified Party promptly and periodically for the costs of defending


                                       23


      against the Third Party Claim (including reasonable attorneys' fees and
      expenses), and (C) the Indemnifying Party will remain responsible for any
      Adverse Consequences the Indemnified Party may suffer resulting from,
      arising out of, relating to, in the nature of, or caused by the Third
      Party Claim to the fullest extent provided in this Section 8.

            (e) Other Indemnification Provisions. The foregoing indemnification
      provisions are in addition to, and not in derogation of, any statutory,
      equitable, or common law remedy any Party may have for breach of
      representation, warranty, or covenant.

            (f) For purposes of this Section "Adverse Consequences" shall mean
      all actions, suits, proceedings, hearings, investigations, charges,
      complaints, claims, demands, injunctions, judgments, orders, decrees,
      rulings, damages, dues, penalties, fines, costs, amounts paid in
      settlement, liabilities, obligations, Taxes, liens, losses, expenses, and
      fees, including court costs and reasonable attorneys' fees and expenses.

      10. Intentionally Deleted.

      11. General Provisions.

      11.1. Each party shall pay its own legal, accounting and other transaction
related expenses.

      11.2. No waiver, amendment or termination shall be effective unless in
writing signed by the party to be charged. No waiver in one instance shall
constitute a waiver in any other. All notices shall be in writing and delivered
in hand or sent by registered or certified mail, return receipt requested, or by
overnight Federal Express at the addresses set forth above to the attention of
the persons signing this Agreement below.

      11.3. This Agreement shall be governed under the laws of New York without
regard to application of conflict of laws principles and any disputes arising
hereunder shall exclusively be adjudicated in state or federal courts of New
York or Virginia. Each party hereto consents to the jurisdiction of such courts.

      11.4. This Agreement constitutes the entire agreement of the parties with
respect to its subject matter and supersedes all prior oral and written
communications, proposals and agreements in such regard. Except as expressly set
forth herein, there are no representations or warranties given by either party
to the other. This Agreement may be executed simultaneously in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

      11.5. Headings are for convenience and are not admissible as to
construction.


                                       24


      11.6. This Agreement shall bind upon and inure to the benefit of the
parties and their respective successors, assigns, heirs and legal
representatives; provided no party may assign this Agreement or delegate any
obligations hereunder without the prior written consent of the other party
except that Buyer may assign its rights and obligations to any affiliated entity
established by Buyer in order to effect the within transactions.

      11.7. Each of the parties hereto acknowledges that there may be no
adequate remedy at law for the failure by such party to comply with the
provisions of this Agreement and that such failure would cause immediate harm
that would not be adequately compensable in damages. Accordingly, each of the
parties hereto agrees that its agreement contained herein may be specifically
enforced without the requirement of posting a bond or other security, in
addition to all other remedies available to the parties hereto under this
Agreement.

      11.8. If any provision of this Agreement is held to be unenforceable for
any reason, it shall be adjusted rather than voided, if possible, in order to
achieve the intent of the parties to this Agreement to the extent possible. In
any event, the invalidity or unenforceability of any provision of this Agreement
in any jurisdiction shall not affect the validity or enforceability of the
remainder of this Agreement in that jurisdiction or the validity or
enforceability of this Agreement, including that provision, in any other
jurisdiction.

      11.9. This Agreement, including the Schedules hereto, and the Ancillary
Documents constitute the full and entire understanding and agreement of the
parties with respect to the subject matter hereof and thereof and supersede any
and all prior agreements or understandings relating to the subject matter
hereof.

      IN WITNESS WHEREOF, the parties hereto have executed this Agreement
effective on the date first set forth above.

      MANCHESTER TECHNOLOGIES

      By:
         ------------------------------------
      Name:
           ----------------------------------
      Title:
            ---------------------------------


      ePLUS TECHNOLOGY, INC.

      By:
         ------------------------------------
      Name:
           ----------------------------------
      Title:
            ---------------------------------


                                       25

EX-2.1

                                                                     EXHIBIT 2.1

                               SERVICES AGREEMENT

      Services Agreement made this 28th day of May, 2004 (the "SA") by and
between ePlus Technology, Inc., a Virginia corporation, with a principal place
of business at 400 Herndon Parkway, Herndon, Virginia 20170 ("Buyer") and
Manchester Technologies, Inc., a New York corporation, with a principal place of
business at 160 Oser Avenue, Hauppauge, New York 11788 (the "Seller").

      WHEREAS, Buyer and Seller have as of the date hereof entered into an Asset
Purchase and Sale Agreement (the "Agreement") pursuant to which Buyer has
purchased certain identified assets of Seller effective as of the date hereof;

      WHEREAS, Buyer and Seller understand and acknowledge that in order to
effect the Agreement, the parties will be required to work together for some
period of time, not to exceed ninety days unless extended in writing by Buyer
for additional 30 day periods as provided herein, to allow the Business, as such
term is defined in the Agreement, of the Seller to be transferred from the
Seller to the Buyer;

      WHEREAS, therefore, the parties represent that they will use all
reasonable business means to work together to effectuate the transfer of the
Business by the Seller to the Buyer in an efficient and effective fashion;

      WHEREAS, the parties intend that this SA shall set forth the terms and
conditions under which the parties shall work together during and after this
transitional period.

      NOW, THEREFORE, for good and valuable consideration the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:

      1. Appointment.

            1.1 Subject to the terms of this SA, Buyer appoints Seller to
      provide or procure the provision of the services described in Exhibit A
      and in Exhibit C (the Seller's "Services"), attached hereto and
      incorporated herein and Buyer agrees to perform services on behalf of
      Seller as described in Exhibit D (the "Buyer's Services") attached hereto.

      1.2 For so long as either party is obliged to perform the Services under
this SA, such party shall be responsible for ensuring that the Services are
properly provided. The service levels provided by either party shall be no less
than the service levels provided by Seller for its own business immediately
prior to closing. Accordingly Buyer's obligations for "Service Charges" to
Seller shall include reimbursement for all costs and expenses incurred by Seller
to maintain the capacity to provide the services regardless of whether or not
such services are in fact requested so long as Seller has advised Buyer in
writing of (a) Seller's intent not to incur such cost or expense absent the
requirements to maintain service levels hereunder, (b) a description of the
service capacity for which the cost and expense would be incurred, (c) the
amount of the cost or


                                                                               1


expense to be incurred, hereinafter the "Seller's Excusal Request"; and (d) the
Buyer shall have directed Seller to maintain the service capacity. In the event
Buyer shall have failed to respond to Seller's Excusal Request within two (2)
business days or in the event Buyer notifies Seller that Buyer does not require
Seller to maintain the Service capacity, Seller shall thereafter be excused from
providing the services and Buyer shall not be responsible for payments for the
cost of such capacity. Seller shall also be excused from providing any services
required hereunder to the extent Seller's ability to provide such services is
dependent on retaining personnel who terminate their employment with Seller. The
Seller's Excusal Request shall be directed to Elaine Marion by facsimile notice
to Buyer at 703-834-5718. Annexed hereto as Exhibit "F" and annexed to the Asset
Purchase Agreement as Schedule 3.21(c.2) is a non-exclusive list of individuals
currently employed by Seller in Seller's facilities who would not be retained by
Seller, but for the Seller's obligations to Buyer hereunder and other expenses
that Seller will incur to maintain the requisite capacity to provide Buyer with
services hereunder. Without diminution of the Services Charges identified on
Exhibit A.1, Buyer agrees to pay the "Service Charges" for the transitional
employees identified on Exhibit F, and for the employees identified on Schedule
3.21(c.2) which shall include full reimbursement to Seller for the costs of each
of the itemized expenses from and after the Closing as if the Seller had
provided Buyer with a Seller's Excusal Request regarding such costs, and as if
Buyer had directed Seller to maintain the Service capacity referenced
thereunder.

            1.3 The parties agree that they shall cooperate fully with each
      other as regards the supply and performance of the Services.

      2. Service Charges. Invoicing and Payment.

            2.1 In consideration of the provision of the Services, Buyer shall
      pay the service charges set forth in Exhibit A (the "Service Charges") to
      Seller, provided that payroll charges for personnel listed on Exhibit F
      and Schedule 3.21(c.2) shall be limited to Seller's actual costs. Seller
      shall pay the service charge set forth in Exhibit D to Buyer provided such
      charges shall in no event exceed the actual cost to Buyer of providing the
      Services.

            2.2 The Service Charges shall be invoiced weekly in arrears
      beginning on June 7, 2004. Each party shall pay the Service Charges
      promptly upon receipt of the other party's invoice and not later than 2
      business days. Whenever the accrued Service Charge exceeds $50,000.00
      payment shall be made by wire transfer sent not later than the close of
      business on the business day next succeeding the date of invoicing.

      3. Supervision.


                                                                               2


            3.1 Seller and Buyer shall each nominate at least one (but not more
      than two) individuals with responsibility and requisite expertise of the
      relevant Services to monitor the delivery and performance of the Services.

            3.2 The individuals appointed under Section 3.1 shall act as the
      primary points of contact between the parties and all communications in
      relation to the relevant Services shall be made through them.

            3.3 At the Buyer's request prior to the effective dates of
      applicable subleases and/or assignments, the Seller shall make available
      reasonable office space and associated services for any of Buyer's
      personnel who are visiting or are a resident at Seller's Hauppauge, New
      York City, Boca Raton, Baltimore, Maryland and Pittsford, New York
      locations during the period this SA is in effect and the terms of use of
      such facilities shall be in accordance with Exhibit B hereof. Subsequent
      to effective dates of applicable subleases and/or assignments, the Buyer
      shall make available reasonable office space and associated services for
      any of Seller's personnel who are visiting or are a resident at Buyer's
      Hauppauge, New York City, Boca Raton, Baltimore, Maryland and Pittsford,
      New York locations during the period this SA is in effect and the terms of
      use of such facilities shall be in accordance with Exhibit B hereof.

            3.4 At any time each of Seller's representative and Buyer's
      representative may request a meeting to monitor and review the
      arrangements relating to the Services and associated operational issues.

      4. Information.

            4.1 Each party shall make available to the other party for the term
      of this SA such information and facilities as it owns or controls as may
      reasonably be required by Buyer to receive the Services.

      5. Term and Termination.

      5.1 As to the Seller's services to be rendered, this SA shall terminate
ninety (90) days from the date hereof, subject to the 30 day extension periods
by the Buyer, in its sole discretion, by written notice. Each extension shall be
for 30 days or as otherwise agreed and the total number of extensions shall not
exceed four unless by mutual written consent. Buyer shall deliver such extension
notice to Seller not less than twenty (20) days prior to the end of the initial
90 day term and each 30 day renewal term. This SA can be renewed in whole or in
part in Buyer's sole discretion during the term or any renewal term of this SA;
the obligation of Seller to provide services for the services renewed shall not
be diminished (for example, Buyer may move out of one leased space but renew the
other). As to the Buyer's services, this Agreement shall be for a term of one
year ending May 31, 2005.

            5.2 This SA may be terminated by either party if the other party
      commits a material breach of its obligations hereunder which, in the case
      of a breach capable of


                                                                               3


      being remedied, is not remedied within fifteen (15) days of receipt of a
      written request to cure. The breaching party shall indemnify and hold the
      non breaching party harmless from and against the failure to perform the
      services required to be performed hereunder by such party and the non
      breaching party shall be excused from providing services from and after
      termination.

            5.3 On termination of this SA either in whole or in part:

                  5.3.1 Buyer and Seller shall, within fourteen (14) days (or
            any shorter period which the parties may agree) from and including
            the relevant date of termination of this SA return all property
            belonging to the other which has come into their respective
            possession or under their control as a result of the entering into,
            or the performance of, the relevant Service under this SA; and

                  5.3.2 all outstanding Service Charges shall remain due and
            payable by Buyer to Seller in accordance with the terms of this SA.

            5.4 Sections 2, 5, 6.5, 7 through 11 shall survive termination or
      expiration of this SA.

      6. Power of Attorney; Trust

            6.1 Mail addressed to Seller shall be opened in the presence of a
      representative of Seller and Buyer. Buyer and Seller will immediately
      reconcile all payments received with their records and the Agreement to
      determine which party is entitled to the funds. If any check reflects
      funds in part due to both parties, Seller shall deposit the check and
      proceed under ss.6.2 hereof after the parties have completed the
      reconciliation process; and

            6.2 Trust. Seller agrees to act as Trustee for Buyer and keep in
      Trust monies received by it which are due to Buyer. Seller agrees to
      forward such monies by check, or if greater than $25,000 by wire transfer,
      to an account designated by Buyer within two business days of the
      availability of the funds. Buyer agrees to act as Trustee for Seller and
      keep in Trust monies received by it which are due to Seller. Buyer agrees
      to forward such monies by check, or if greater than $25,000 by wire
      transfer, to an account designated by Seller within two business days of
      the availability of funds.

            6.3 In addition to the obligations set forth in Section 8.6 of the
      Purchase Agreement, Seller and Buyer undertake to keep confidential the
      Confidential Information (as defined in Section 6.4) both during and after
      the termination of this SA except where (and to the extent only that): the
      Confidential Information was already lawfully known, or became lawfully
      known independently of the performance of the Services; the Confidential
      Information is in, or comes into, the public domain other than due to
      wrongful use or disclosure by Buyer or Seller; or the disclosure is
      required by law or regulation.


                                                                               4


            6.4 Confidential Information means all information (whether written
      or oral) concerning the business and affairs of the Buyer or Seller which
      is obtained or received as a result of the discussions leading up to, the
      entering into or the performance of this SA.

            6.5 Buyer and Seller shall notify the other immediately if either
      becomes aware of a breach of this Section by any person to whom
      Confidential Information has been divulged and shall give the other party
      all reasonable assistance in connection with any proceedings against such
      person.

      7. Trade names.

                  The Seller hereby grants the Buyer, a royalty fully pre-paid,
non-transferable and non-exclusive right and license to use, without right of
sub-license, in the United State, the trade name "Manchester Technologies" and
"Coastal Business Systems" to conduct and operate the Business after the Closing
as conducted as of the Closing. Such right and license shall have a term of
twelve (12) months, and shall be restricted to use of such trade name on
invoices and correspondence with customers who were customers of Seller on or
prior to the Closing Date. Without the prior written consent of the Seller, the
Buyer may not (i) change or modify the Names or create any design variation of
the Names, (ii) join any word, symbol, name, mark or logo with the Names so as
to form a composite trade name or mark, or (iii) use any other trademark or
trade name that is confusingly similar to the Names, and (iv) may not execute
any agreement that creates a liability to the Seller. The Buyer shall use the
Names in accordance with such quality standards as may be established by the
Seller and communicated to the Buyer from time to time, it being understood that
the quality standards maintained by the Seller prior to the Closing shall be
acceptable to the Seller. In the event the Seller notifies the Buyer of the
failure by the Buyer to maintain appropriate quality standards with respect to
its uses of the Names, the Buyer shall use diligent efforts to cure the cause of
such failure or, if unable to cure it, discontinue such used of the Names within
fifteen (15) days of such notice. Upon expiration or termination of such right,
Buyer shall cease all use of the Names and destroy all copies of stationery,
signage, invoices, receipts, forms, packaging, advertising and promotional
materials, and products bearing the Names in their possession or under their
control. Terms not defined in this Section 7 shall have the meaning ascribed to
them in the Agreement.

      8. Miscellaneous.

            8.1 No waiver, amendment or termination shall be effective unless in
      writing signed by the party to be charged. No waiver in one instance shall
      constitute a waiver in any other. All notices shall be in writing and
      delivered in hand or sent by registered or


                                                                               5


      certified mail, return receipt requested, or by overnight Federal Express
      at the addresses set forth above to the attention of the persons signing
      this SA below.

            8.2 This SA shall be governed under the laws of the State of New
      York without regard to application of conflict of laws principles and
      exclusively enforceable in the State and/or Federal Courts of Virginia and
      New York.

            8.3 This SA constitutes the entire agreement of the parties with
      respect to its subject matter and supersedes all prior oral and written
      communications, proposals and agreements in such regard. This SA may be
      executed simultaneously in one or more counterparts, each of which shall
      be deemed an original, but all of which together shall constitute one and
      the same instrument.

            8.4 Headings are for convenience and are not admissible as to
      construction.

            8.5 This SA shall bind upon and inure to the benefit of the parties
      and their respective successors, assigns, heirs and legal representatives;
      provided no party may assign this SA or delegate any obligations hereunder
      without the prior written consent of the other party except that Buyer may
      assign its rights and obligations to any affiliated entity established by
      Buyer in order to effect the within transactions.

      IN WITNESS WHEREOF, the parties by their duly authorized representatives
have executed this SA as of the date set forth above.


MANCHESTER TECHNOLOGIES, INC.

By:
      --------------------------------

Name:
      --------------------------------

Title:
      --------------------------------


ePlus Technology, Inc.

By:
      --------------------------------

Name:
      --------------------------------

Title:
      --------------------------------


                                                                               6


                         Exhibit A to Services Agreement

                       Description of Services and Charges

A.    Transition Team

1.    Seller shall provide a transition team to assist with each of the items
      identified below.

2.    The transition team shall provide the services identified herein for the
      term of the SA.

3.    The transition team shall provide assistance to Buyer in detailing and
      implementing a transition plan mutually agreed by the parties.

B.    Customer Notification

1.    Seller shall assist Buyer in outlining a customer communication campaign
      and plan.

2.    Seller shall assist Buyer in preparing documentation to support customer
      communication.

3.    Seller's executive officers shall assist Buyer in the customer
      notification process. Such notification shall include face to face
      meetings with customers provided such meetings are scheduled on reasonable
      notice and such officer is available.

C.    Personnel Transition

1.    Seller shall provide Buyer with necessary HR documentation as mutually
      agreed by the parties.

2.    Seller shall transition its payroll data to Buyer.

D.    Customer Transition

1.    Seller shall provide all customer records including contracts and rebate
      information maintained by the Seller to Buyer.

2.    Seller shall use commercially reasonable efforts to assist Buyer in
      furnishing all relevant documentation to Buyer that is relevant to
      customer transition.

E.    Purchasing/Product Management Services

1.    Seller shall assist in the transition of sales out reporting
      requirements/vendor funding and administration through a mutually
      agreeable date.

2.    Seller shall assist in transferring any customer consignment inventory to
      Buyer's facility or Buyer's distributors facility as of a mutually
      agreeable date.

3.    Seller shall assist in the transition of customer rebate contracts. Seller
      shall use commercially reasonable efforts to add Buyer to such rebate
      contracts.

4.    Seller shall assist in transitioning any existing agent-type contract with
      manufacturers whereby Seller is earning a commission on transactions to
      Seller's customers.

F.    Receivables/Collections


                                                                               7


1.    Seller shall identify and report all pre-acquisition receivables to be
      held by Seller (customer, vendor, rebates, accrued MDF, etc.).

2.    Seller shall perform collections and retain records for orders shipped
      prior to a mutually agreed date.

3.    Seller shall invoice, collect and retain funds for its own account for any
      professional services completed prior to closing.

4.    Seller shall cooperate with Buyer in any collection activity against
      customers purchased by Buyer.

5.    In the event Seller wishes to institute collection or legal proceedings
      against any customer who either is or may be a customer of Buyer as a
      result of the Agreement, Seller shall first notify Buyer and provide Buyer
      with an opportunity to resolve Seller's complaint. Seller has the right to
      institute collection or legal proceedings two weeks after such notice.

G.    Equipment and Facilities

1.    Seller shall provide an updated inventory list to reflect changes of
      inventory from and after the inventory reflected on Schedule 1.6 of the
      Purchase Agreement to the actual effective date of the Closing.

2.    Seller shall use reasonable commercial efforts to assign leasing contracts
      on equipment in sales branches that Buyer consents to assume.

3.    Seller shall provide, at no cost to Buyer, the following facilities at 50
      Marcus Blvd. for 90 days after closing:

            a.    segregated, secured warehouse facilities

            b.    configuration/technical room

H.    Charges

      Seller shall charge Buyer for items set forth on Exhibit A.1.


                                                                               8


                                   Exhibit A.1

      Buyer will reimburse Seller for all (100%) of the costs of transition team
      employees identified on Exhibit F and for any cost equal to a pro-rata
      portion of the Seller's other personnel for time and materials for all
      transition services required herein, including systems development,
      provided by Seller staff, at base salary plus payroll expenses, social
      security/disability, workman's compensation, state disability and
      unemployment insurance plus 10%. This charge shall include all employee
      benefits, office supplies, etc. and the prorated costs of all such other
      employees providing services to Buyer hereunder. See Exhibit F as to
      transition employees. The Seller shall submit anticipated charges for
      pre-approval by Buyer if such charges exceed $500 per charge or $2,500 per
      month in the aggregate.

      Buyer will reimburse Seller for expenses approved by Buyer that Seller
      incurs on behalf of Buyer, including but not limited to, the following
      items by office location:

Boca

Salaries of applicable employees identified on Schedule 3.21(c) including
      commissions of employees, fringe Benefits - including but not limited to,
      payroll taxes, employee benefits, SUTA, FUTA, Workman's Comp., etc.

Telephone and data communications- include, but not limited to, equipment cost,
      line costs, cell phones, blackberrys, etc.

Rent, including any and all charges that would be incurred by Buyer as the
      Tenant by assignment pursuant to the Lease assigned subject to Landlords
      consent, as if the Landlord had consented to the assignment, but not
      limited to real estate taxes, HVAC maintenance, etc.

Utilities

Office Expenses - including, but not limited to, postage, cleaning service,
      alarm, water, misc. supplies and security

Conference and Meetings - including food SeminarsError! Bookmark not defined.

Advertising and Promotional items

Auto Expenses - including, but not limited to, car allowances

Salesmen Expenses

Travel and Entertainment

Consulting and Professional Fees

Insurance Costs - including, but not limited to, workmens comp, umbrella,
      auto, etc.

Repairs and maintenance.

160 Oser and 50 Marcus


                                                                               9


Salaries of transition employees identified on Schedule F hereto, and their
      applicable fringe Benefits - including but not limited to, payroll taxes,
      SUTA, FUTA, Workmans Comp, etc.

Salesmen expenses - including, but not limited to, auto expenses, car
      allowances, etc.

Conferences, conventions, shows, and meetings

Employee Benefits - including, but not limited to, medical expenses, etc.

Telephone & data communications - including, but not limited to, equipment cost,
      line costs, cell phones, blackberrys, etc.

Rent which shall include all charges due from Seller to Landlord pursuant to the
      lease for 50 Marcus Avenue provided such obligation shall be prorated
      according to the time and percentage of the premises used to provide
      services to Buyer, and as to Oser Avenue, such expenses without
      duplication shall be inclusive of all charges due under the sublease for
      said premises at 160 Oser Avenue.

Utilities - including, but not limited to, water, electric, backup generator,
      etc.

Consulting fees - including but not limited to, IT consultants, etc.

Contract Work - including but not limited to, IT consultants, computer repairs
      and maintenance, etc.

Building Repairs and maintenance

Advertising

Legal

Travel and Entertainment

Seminars

Office Expenses - including, but not limited to supplies, coffee, water, paper,
      small equipment, landscaping, snow removal, etc.

Insurance Costs - including, but not limited to, workmens comp, umbrella,
      auto, etc.

Postage

Sundry taxes - including but not limited to, Real Estate taxes, New York City,
      Occupancy Tax, Use Tax, etc.

Miscellaneous Expenses - including but not limited to, dues and subscriptions,
      bids, employee parties, security, alarm, etc.

Warehouse Expenses - including but not limited to, bubble wrap, pallets, boxes,
      etc.

Sales Commissions - including but not limited to, sales commissions, licenses
      and fees, etc.

Repairs and Maintenance

Notwithstanding anything to the contrary, Seller shall be responsible for all
      costs associated with:

      a)    maintaining and securing its inventory, shipping, configuration, and
            all other services related to its ownership of the inventory and
            open work orders through June 11, 2004.

      b)    billing, collecting, and managing its retained accounts receivable.

      c)    Maintaining the AS400 and related infrastructure, personnel and
            software

Seller agrees to provide continuation of benefits for the Buyer's employees
      hired on June 1, 2004 on Schedule 3.21(c) from the closing date though
      June 30, 2004, and Buyer agrees reimburse Seller.


                                                                              10


Maryland

Salaries, of applicable employees identified on Schedules 3.21(c) 3.21(c.2), and
      related ringe Benefits - including but not limited to, payroll taxes,
      employee benefits, SUTA, FUTA, Workmans comp, etc.

Telephone & data communications- including, but not limited to, equipment cost,
      line costs, cell phones, blackberrys, etc.

Rent - including any and all charges that would be incurred by Buyer as the
      Tenant pursuant to the sublease for the premises in Columbia, Maryland
      granted to Buyer by Seller subject to the Lessor's consent, as if the
      Lessor had consented to the sublease, but not limited to, HVAC
      maintenance, etc.

Real Estate Taxes

Utilities

Office Expenses - including, but not limited to, postage, cleaning service,
      alarm, water, temps, misc. supplies and security, want ads

Conference and Meeting - including food

Seminars

Advertising and Promotional items

Auto Expenses - including, but not limited to, car allowances

Travel and Entertainment

Consulting and Professional Fees

Dues and Subscriptions

Equipment Rental - including, but not limited to, copier, coffee machine and
      postage meter

Building Repairs and Maintenance

Insurance Costs - including, but not limited to, workmens comp., umbrella,
      auto, etc.

Repairs and maintenance

New York City

Salaries, of applicable employees identified on Schedules 3.21(c) 3.21(c.2), and
      related ringe Benefits - including but not limited to, payroll taxes,
      employee benefits, SUTA, FUTA, Workmans comp, etc.

Fringe Benefits - including but not limited to, payroll taxes, employee
      benefits, SUTA, FUTA, Workmans Comp, etc.

Telephone & data communications- including, but not limited to, equipment cost,
      line costs, cell phones, blackberrys, etc.

Rent - including any and all charges that would be incurred by Buyer as the
      Tenant pursuant to the sublease for the premises in New York City, granted
      to Buyer by Seller subject to the Lessor's consent, as if the Lessor had
      consented to the sublease, but not limited to, HVAC maintenance, etc.

Real Estate Taxes

Utilities

Office Expenses - including, but not limited to, postage, cleaning service,
      alarm, water, temps, misc. supplies and security

Conference and Meeting - including food


                                                                              11


Seminars

Advertising and Promotional items

Auto Expenses - including, but not limited to, car allowances

Salesmen Expenses

Travel and Entertainment

Consulting and Professional Fees

Dues and Subscriptions

Equipment Rental - including, but not limited to, copier, coffee machine and
      postage meter

Insurance Costs - including, but not limited to, workmens comp, umbrella,
      auto, etc.

Repairs and maintenance.

Pittsford

Salaries of applicable employees identified on Schedules 3.21(c) and3.21(c.2),
      and related fringe Benefits - including, but not limited to, payroll
      taxes, employee benefits, SUTA, FUTA, Workmans comp, etc.

Telephone & data communications- including, but not limited to, equipment cost,
      line costs, cell phones, blackberrys, etc.

Rent - including any and all charges that would be incurred by Buyer as the
      Tenant by assignment pursuant to the Lease assigned subject to Landlords
      consent, as if the Landlord had consented to the assignment, but not
      limited to real estate taxes, HVAC maintenance, etc.

Utilities

Office Expenses - including, but not limited to, postage, cleaning service,
      alarm, water, temps, misc. supplies and security

Conference and Meeting - including food

Seminars

Advertising and Promotional items

Auto Expenses - including, but not limited to, car allowances

Travel and Entertainment

Consulting and Professional Fees

Dues and Subscriptions

Insurance Costs - Including, but not limited to, workmens comp, umbrella, auto,
      etc.

Repairs and maintenance.


                                                                              12


                       Exhibit B to the Services Agreement

                         Terms of Use of the Facilities

      Buyer shall obtain, at Buyer's expense, and keep in effect during the term
of this SA, (a) commercial general liability insurance (including personal
injury and contractual liability) with a liability limit of no less than
US$5,000,000, and (b) workers' compensation, disability and unemployment
insurance sufficient to meet statutory requirements. Certificates of insurance
evidencing such coverage shall be furnished promptly upon the request of Seller
at any time during the term of the SA. Buyer understands and acknowledges that
Seller shall not be required in any manner to insure Buyer's assets and
employees and Buyer shall obtain any and all such insurance as Buyer reasonably
deems necessary. Seller to be named as an "Additional Insured" in all of the
foregoing policies.

      Buyer shall comply promptly with all rules and regulations of Seller as
issued from time to time by Seller.

      With respect to the warehouse facility, Seller shall be a gratuitous
bailee for the Buyer and all risk of loss with regard to then goods shall remain
with the Buyer. Seller shall have no liability with respect to the goods, except
for intentional acts. Seller's intentional acts shall not include unauthorized
acts of Seller's employees or agents.


                                                                              13


                                    EXHIBIT C

1. Notwithstanding anything in Exhibit A, Seller will provide services under
this Exhibit C at Buyer's request.

2. Until the date of landlord consent at any of Seller's leased facilities which
are to be assigned or subleased to Buyer under the Ancillary Documents to the
Agreement (which the parties understand currently to be the premises at 469 7th
Avenue, New York City; Boca Raton, Florida; Pittsford, New York; and Columbia,
Maryland) Seller will continue to operate the Business for the benefit of Buyer
so as to allow Buyer to receive all of the bargained for benefits under the
Agreement. During such period, Seller shall continue to employ the employees on
Schedules 3.21(c) until the Buyer otherwise directs.

3. Seller will continue to employ all employees designated by Buyer until such
time as Buyer, using its absolute best efforts, can transfer such employees to
Buyer's Health Insurance plan. The objective of this section is to assure that
no employee who Buyer wishes to hire has a gap in health insurance coverage.

4. Seller shall invoice Buyer for all actual costs incurred in performing
services under this Exhibit C. Buyer shall pay all invoices as set forth in
ss.2.2 of this Services Agreement.


                                                                              14


                         Exhibit D to Services Agreement

Description of Services and Charges

A.    Transition Team

1.    Buyer shall provide a transition team to assist with each of the items
      identified below.

2.    The transition team shall provide the services identified herein for the
      term of the SA.

3.    The transition team shall provide assistance to Seller in detailing and
      implementing a transition plan mutually agreed by the parties.

B.    Purchasing/Product Management Services

1.    Buyer shall assist in the transition of sales out reporting
      requirements/vendor funding and administration through a mutually
      agreeable date.

2.    Buyer shall assist in the transition of customer rebate contracts.

3.    Buyer shall assist in customer surveys as required by manufacturers or
      suppliers whereby Seller is earning a commission rebate, on transactions
      to Seller's customers.

C.    Returns Processing

1.    Buyer shall assume all returns liabilities for returns initiated as of a
      mutually agreeable date. Seller is responsible for the costs, if any,
      associated with all Seller authorized returns for sales made and delivered
      on Seller owned purchase orders. Seller shall have the right to refuse the
      return authorization. Seller shall give Buyer ten (10) days notice before
      refusing a customer request for authorization.

D.    Receivables/Collections

1.    Buyer shall cooperate with Seller's efforts to collect upon all
      pre-acquisition receivables to be held by Seller (customer, vendor,
      rebates, accrued MDF, etc.).

E.    Equipment and Facilities

1.    Buyer will provide Seller with use of all necessary vehicles and
      equipment, including the vehicles transferred by Seller to Buyer; a) at no
      charge to aid in Seller's relocation; b) at no charge to relocate or ship
      Buyer's Inventory, including Inventory transferred by Seller to Buyer; and
      c) at Buyer's cost to relocate or ship Seller's Inventory

F.    Subcontract


                                                                              15


      Buyer agrees to perform for Seller such services as Seller is obliged to
            perform for customers under Seller-owned customer purchase orders,
            closed or open, excepting therefrom contracts scheduled on Schedule
            2.5.2 of which Buyer has assumed performance. Buyer shall charge
            Seller for time and materials for all transition services required
            herein, including systems development, provided by Seller staff, at
            cost equal to a pro-rata portion of the personnel's base salary plus
            payroll expenses, social security/disability, workman's
            compensation, state disability and unemployment insurance plus 10%.
            This charge shall include all employee benefits, office supplies,
            etc. Buyer shall charge Seller the prorated or proportionate costs
            for Buyer's facilities and equipment in connection with providing
            such services.

      G. Additional Services

Seller shall pay Buyer $46,891.53 per month for 10 months commencing July 1,
2004, without setoff, counterclaim, or abatement, in return for Buyer fulfilling
Seller's service obligations under contracts with the University of Maryland and
its affiliates including the University of Maryland Health System, MEC Services
contracts, and other service contracts.


                                                                              16


              Exhibit E to the Services Agreement Leased Equipment

                                Leased Equipment

                                      NONE


                                                                              17

EX-2.2

                                                                     EXHIBIT 2.2

                                ESCROW AGREEMENT

      This ESCROW AGREEMENT (this "Escrow Agreement") is dated the 28th day of.
May, 2004, by and between ePlus Technology, Inc., a Virginia corporation (the
"Buyer"), Manchester Technologies, Inc., a New York corporation ("Seller"), and
Joel Rothlein (the "Escrow Agent"), as escrow agent. The Buyer and Seller are
sometimes referred to herein, collectively, as the "Interested Parties."

      WHEREAS, the Buyer and Seller have entered into an agreement dated May 28
, 2004, (the "Agreement") pursuant to which certain amounts have been withheld
are to be placed in escrow as a source of the payment for any claims that may
arise pursuant to such Agreement; and

      WHEREAS, the Interested Parties wish to engage the Escrow Agent to act,
and the Escrow Agent is willing to act, as escrow agent hereunder and, in that
capacity, to hold, administer and distribute the amounts deposited in escrow
hereunder in accordance with, and subject to, the terms of this Escrow
Agreement;

      NOW THEREFORE, for valuable consideration, the receipt whereof is hereby
acknowledged, the parties hereto agree as follows:

      Section 1. Definitions.

      1.1 "Business Day" means any day on which the Escrow Agent is open for
business at its principal offices.

      1.2 "Claim Notice" means a written certification from an officer of Buyer
to the Escrow Agent which certifies (a) the occurrence of a Claim, (b) The
Portion of the Escrow Property, as such term is defined herein, or part thereof.
Buyer reasonably and in good faith believes may be owed to Buyer as a result of
the occurrence of a Claim, and (c) that a copy of such certification has been
sent simultaneously to Seller.

      1.3 "Certification for Release" means a written certification from an
officer of Seller to the Escrow Agent which certifies (a) the occurrence of a
Release Event, (b) the Portion of the Escrow Property, as such term is defined
herein, or part thereof Seller reasonably and in good faith believes maybe owed
to Seller as a result of the occurrence of a Release Event, and (c) that a copy
of such affidavit has been sent simultaneously to Buyer.

      1.4 "Release Event" and "Claim" and the "Portion of the Escrow Property"
related to such Release Event and Claim are as follows:

            a. A portion of the Purchase Price equal to $250,000.00 shall remain
in escrow until Buyer receives the Seller Financial Statements required under
ss.8.9 of the Agreement. Upon their receipt, Buyer shall so certify in writing
to the Escrow Agent by facsimile.


                                                                               1


      1.5 "Buyer Dispute Notice" means a written certification from an officer
of Buyer that (a) Buyer disputes the Release Affidavit and (b) that a copy of
such certification has been sent simultaneously to Seller.

      1.6 "Seller Dispute Notice" means a written certification from an officer
of Seller that (a) Seller disputes the Claim Notice and (b) that a copy of such
certification has been sent simultaneously to Buyer.

      Section 2. Deposit at Escrow Funds or Property.

      Upon closing under the Agreement, the Buyer shall deposit with the Escrow
Agent in immediately available funds $250,000.00 (the "Escrow Deposit", and
together with any investment income or proceeds received by the Escrow Agent
from the investment thereof from time to time pursuant to Section 4 below,
collectively, the "Escrow Property"), and the Escrow Agent agrees to hold the
Escrow Property in an account established with the Escrow Agent (the "Escrow
Account"), and to administer the Escrow Property in accordance with the terms of
this Escrow Agreement.

      Section 3. Claims and Payment; Release from Escrow; Termination

      Within five (5) Business Days of the date of a Certification for Release,
Escrow Agent shall deliver to Seller the Portion of the Escrow Property set
forth in such Release Affidavit, unless during such five (5) Business Day
period, Buyer delivers to Escrow Agent a Buyer Dispute Notice. In such event,
Escrow Agent shall not deliver to Seller that Portion of the Escrow Property
identified in the Certification for Release until such dispute is resolved as
provided in Section 9 hereof and notice of such resolution has been given to the
Escrow Agent.

      Within five (5) Business Days of the date of a Claim Notice, Escrow Agent
shall deliver, to Buyer the Portion of the Escrow Property set forth in such
Claim Notice, unless during such five (5) Business Day period, Seller delivers
to Escrow Agent a Seller Dispute Notice In such event, Escrow Agent shall not
deliver to Buyer that Portion of the Escrow Property identified in the Claim
Notice until such dispute is resolved as provided in Section 9 hereof and notice
of such resolution has been given to the Escrow Agent.

      On September 15, 2004, (the "Release Date"), Escrow Agent shall
automatically deliver the Portion of the Escrow Property set forth in Section
1.3 corresponding to the escrow reference identified in Section 1.4 to Seller
unless Escrow Agent has previously received a Claim Notice, a Certification for
Release, a Buyer Dispute Notice or a Seller Dispute Notice and has not yet
delivered to Buyer or Seller the Portion of the Escrow Property referenced in
such Claim Notice or Certification for Release. Seller shall not be required to
deliver a Certification for Release to Escrow Agent certifying the occurrence of
a Release Date.


                                                                               2


      On the last date that Escrow Agent pays any Portion of the Escrow Property
to Buyer or Seller pursuant to the terms and conditions hereof, Escrow Agent
shall pay any remaining portion of the Escrow Property to Seller and upon the
date of payment of such remaining Escrow Property this Escrow Agreement shall
terminate.

      3.a Geltner Authorization

      Anything to the contrary notwithstanding the escrow release shall require
Michael Geltner's written authorization and Michael Geltner shall provide such
authorization in accordance with the terms and conditions hereof as if he were a
co-escrow agent. This provision shall not subject Michael Geltner to
disqualification from any future representation of Buyer.

      Section 4. Investment of Funds.

      If the Escrow Agent shall have received specific written investment
instruction from Seller (which shall include instruction as to term to maturity,
if applicable), on a timely basis, the Escrow Agent shall invest the Escrow
Property in Eligible Investments, pursuant to and as directed in such
instruction. Any investment income or proceeds received by the Escrow Agent from
the investment of the Escrow Deposit shall be paid to Seller on the date of
termination of this Escrow Agreement.

      "Eligible Investments" shall mean (i) obligations issued or guaranteed by
the United States of America or any agency or instrumentality thereof (provided
that the full faith and credit of the United States is pledged in support
thereof); (ii) obligations (including certificates of deposit arid banker's
acceptances) of any domestic commercial bank having capital and surplus in
excess of $500,000,000; (iii) repurchase obligations for underlying securities
of the type described in clause (i); (iv) investment in the Escrow Agent's
"Insured Money Market Fund" (]MMA). If otherwise qualified, obligations of the
Escrow Agent or any of its affiliates shall qualify as Eligible Investments.

      Escrow Agent Not Responsible For Investment Decisions. Absent its timely
receipt of such specific written investment instruction from Seller, the Escrow
Agent shall have no obligation or duty to invest (or otherwise pay Interest on)
the Escrow Property, provided, however, that m the event the Escrow Agent shall
not have received such written investment instruction, the Escrow Agent shall be
authorized to invest any of the Escrow Property in the Escrow Agent's "Insured
Money Market Fund" (IMMA) until such investment instruction is received. All
earnings received from the investment of the Escrow Property shall be credited
to, and shall become a part of, the Escrow (and any losses on such investments
shall be debited to the Escrow Account), but shall in no event be paid by Escrow
Agent to Buyer pursuant to a Claim Notice. The Escrow Agent shall have no
liability for any investment losses, including without limitation any market
loss on any investment liquidated prior to maturity in order to make a payment
required hereunder.


                                                                               3


      Tax Reporting. The Interested Parties agree that, for tax reporting
purposes, all interest or other income earned from the investment of the Escrow
Property in any tax year shall (i) to the extent such interest or other income
is distributed by the Escrow Agent to Seller pursuant to the terms of this
Escrow Agreement during such tax year, be reported as allocated to Seller, and
(ii) otherwise shall be reported as allocated to Seller.

      Certification of Taxpayer Identification Number. The Interested Parties
hereto agree to provide the Escrow Agent with a certified tax identification
number by signing and returning a Form W-9 to the Escrow Agent upon the
execution and delivery of this Escrow Agreement. The Interested Parties
understand that, in the event their tax identification numbers are not certified
to the Escrow Agent, the Internal Revenue Code, as amended from time to time,
may require withholding of a portion of any interest or other income earned on
the investment of the Escrow Property.

      Section 5. Concerning the Escrow Agent.

      (a) Each Interested Party acknowledges and agrees that the Escrow Agent
(i) shall not be responsible for any of the agreements referred to or described
herein (including without limitation the Agreement), or for determining or
compelling compliance therewith, and shall not otherwise be bound thereby, (ii)
shall be obligated only for the performance of such duties as are expressly and
specifically set forth in this Escrow Agreement on its part to be performed,
each of which is ministerial (and shall not be construed to be fiduciary) in
nature, and no implied duties or obligations of any kind shall be read into this
Escrow Agreement against or on the part of the Escrow Agent, (iii) shall not be
obligated to take any legal or other action hereunder which might in its
judgment involve or cause it to incur any expense or liability unless it shall
have been furnished with acceptable indemnification, (iv) may rely on and shall
be protected in acting or refraining from acting upon any written notice,
instruction (including, without limitation, wire transfer instructions, whether
incorporated herein or provided in a separate written instruction), instrument,
statement, certificate, request or other document furnished to it hereunder and
believed by it to be genuine and to have been signed or presented by the proper
person, and shall have no responsibility or duty to make inquiry as to or to
determine the genuineness, accuracy or validity thereof (or any signature
appearing thereon), or of the authority of the person signing or presenting the
same, and (v) may consult counsel satisfactory to it, including in-house
counsel, and the opinion or advice of such counsel in any instance shall be full
and complete authorization and protection in respect of any action taken,
suffered or omitted by it hereunder in good faith and in accordance with the
opinion or advice of such counsel.

      (b) The Escrow Agent shall not be liable to anyone for any action taken or
omitted to be taken by it hereunder except in the case of the Escrow Agent's
gross negligence or willful misconduct in breach of the terms of this Escrow
Agreement. In no event shall the Escrow Agent be liable for indirect, punitive,
special or consequential damage or loss (including but not limited to lost
profits) whatsoever, even, if the Escrow Agent has been informed of the
likelihood of such loss or damage and regardless of the form of action.


                                                                               4


      (c) The Escrow Agent shall have no more or less responsibility or
liability on account of any action or omission of any book-entry depository,
securities intermediary or other subescrow agent employed by the Escrow Agent
than any such book-entry depository, securities intermediary or other subescrow
agent has to the Escrow Agent, except to the extent that such action or omission
of any book-entry depository, securities intermediary or other subescrow agent
was caused by the Escrow Agent's own gross negligence or willful misconduct in
breach of this Escrow Agreement.

      (d) The Escrow Agent is hereby authorized, in making or disposing of any
investment permitted by this Escrow Agreement, to deal with itself (in its
individual capacity) or with any one or more of its affiliates, whether it or
such affiliate is acting as a subagent of the Escrow Agent or for any third
person or dealing as principal for its own account.

      (e) Notwithstanding any term appearing in this Escrow Agreement to the
contrary, in no instance shall the Escrow Agent be required or obligated to
distribute any Escrow Property (or take other action that may be called for
hereunder to be taken by the Escrow Agent) sooner than two (2) Business Days
after (i) it has received the applicable documents required under this Escrow
Agreement in good form, or (ii) passage of the applicable time period (or both,
as applicable under the terms of this Escrow Agreement), as the case may be

      (f) Unless and except to the extent otherwise expressly set forth herein,
all deposits and payments hereunder, or pursuant to the terms hereof (including
without limitation all payments to the Escrow Agent pursuant to Section 6
hereof), shall be in U.S. dollars.

      Section 6. Compensation, Expense Reimbursement and Indemnification.

      (a) Each of the Interested Parties agrees, jointly and severally (i) to
pay or reimburse the Escrow Agent for its attorney's fees and expenses incurred
in connection with the preparation of this Escrow Agreement and (ii) to pay the
Escrow Agent's compensation for its normal services hereunder in accordance with
the fee schedule attached hereto as Exhibit A and made a part hereof, which may
be subject to change hereafter by the Escrow Agent on an annual basis.

      (b) Each of the Interested Parties agrees, jointly and severally, to
reimburse the Escrow Agent on demand for all costs and expenses incurred in
connection with the administration of this Escrow Agreement or the escrow
created hereby or the performance or observance of its duties hereunder which
are in excess of its compensation for normal services hereunder, including
without limitation, payment of any legal fees and expenses incurred by the
Escrow Agent in connection with resolution of any claim by any party hereunder.

      (c) Each of the Interested Parties covenants and agrees, jointly and
severally, to indemnify the Escrow Agent (and its directors, officers and
employees) and hold it (and such directors, officers and employees) harmless
from and against any loss, liability, damage, cost and expense of any nature
incurred by the Escrow Agent arising out of or in connection with this


                                                                               5


Escrow Agreement or with the administration of its duties hereunder, including
but not limited to attorney's fees and other costs and expenses of defending, or
preparing to defend against any claim of liability unless and except to the
extent such loss, liability, damage, cost and expense shall be caused by the
Escrow Agent's gross negligence or willful misconduct. The foregoing
indemnification and agreement to hold harmless, shall survive the termination of
this Escrow Agreement.

      (d) Notwithstanding anything herein to the contrary, the Escrow Agent
shall have and is hereby granted a possessory Lien on and security interest in
the Escrow Property, and all proceeds thereof, to secure payment of all amounts
owing to it from time to time hereunder, whether now existing or hereafter
arising. The Escrow Agent shall have the right to deduct from the Escrow
Property, and proceeds thereof, any such sums, upon one (1) Business Day's
notice to the Interested Parties of its intent to do so

      (e) Without altering or limiting the joint and several liability of any of
the Interested Parties to the Escrow Agent hereunder, each of the Interested
Parties agrees as between themselves that they shall share, fifty percent (50%)
each, all amounts payable to the Escrow Agent pursuant to this Section 6(e). If
Escrow Agent exercises any or all of its rights under Section 6(d) due to any
failure by Buyer to pay amounts to Escrow Agent pursuant to this Agreement,
without prejudice to any other remedy, Buyer agrees that Seller may terminate
the MSA, if such agreement is still in force and effect; provided Seller gives
Buyer fifteen (15) days prior written notice of its intention to terminate the
MSA, during which time Buyer may prevent termination of the MSA by paying to
Seller the amount of any deduction made by the Escrow Agent.

      Section 7. Tax Indemnification.

      Each of the Interested Parties agrees, jointly and severally, (i) to
assume any and all obligations imposed now or hereafter by any applicable tax
law with respect to any payment or distribution of the Escrow Property or
performance of other activities under this Escrow Agreement, (ii) to instruct
the Escrow Agent in writing with respect to the Escrow Agent's responsibility
for withholding and other taxes, assessments or other governmental charges, and
to instruct the Escrow Agent with respect to any certifications and governmental
reporting that may be required under any laws or regulations that maybe
applicable in connection with its acting as Escrow Agent under this Escrow
Agreement, and (iii) to indemnify and hold the Escrow Agent harmless from any
liability or obligation on account of taxes, assessments, additions for late
payment, interest, penalties, expenses and other governmental charges, that may
be assessed or asserted against the Escrow Agent in connection with, on account
for relating to the Escrow Property, the management established hereby, any
payment or distribution of or from the Escrow Property pursuant to the terms
hereof or other activities performed under the terms of this Escrow Agreement,
including without limitation any liability for the withholding or deduction of
(or the failure to withhold or deduct) the same, and any liability for failure
to obtain proper certifications or to report properly to governmental
authorities in connection with this Escrow Agreement, including costs and
expenses (including reasonable legal fees and expenses),


                                                                               6


interest and penalties. The foregoing indemnification and agreement to hold
harmless shall survive the termination of this Escrow Agreement.

      Section 8. Resignation.

      The Escrow Agent may at any time resign as Escrow Agent hereunder by
giving thirty (30) days' prior written notice of resignation to Buyer and
Seller. Prior to the effective date of the resignation as specified in such
notice, Seller will issue to the Escrow Agent a written Instruction authorizing
redelivery of the Escrow Property to a bank or trust company that it selects as
successor to the Escrow Agent hereunder subject to the consent of Buyer (which
consent shall not be unreasonably withheld or delayed). If, however, Seller
shall fail to name such a successor escrow agent within twenty (20) days after
the notice of resignation from the Escrow Agent, the Buyer shall be entitled to
name such successor escrow agent. If no successor escrow agent is named by Buyer
or Seller, the Escrow Agent may apply to a court of competent jurisdiction for
appointment of a successor escrow agent.

      Section 9. Dispute Resolution.

      It is understood and agreed that, should any dispute arise with respect to
the delivery, ownership, right of possession, and/or disposition of the Escrow
Property, or should any claim be made upon the Escrow Agent or the Escrow
Property by a third party, the Escrow Agent upon receipt of notice of such
dispute or clam is authorized and shall be entitled (at its sole option and
election) to retain in its possession without liability to anyone, all or any of
said Escrow Property until such dispute shall have been settled either by the
mutual written agreement of the parties involved or by a final order, decree or
judgment of a court in the United States of America, the time for perfection of
an appeal of such order, decree or judgment having expired. The Escrow Agent
may, but shall be under no duty whatsoever to, institute or defend any legal
proceedings which relate to the Escrow Property. The lawfirm of Kressel,
Rothlein, Walsh & Roth, LLC shall not be subject to disqualification from
representation of Seller by reason of its service as or to Escrow Agent;

      Section 10. Consent to Jurisdiction and Service.

      Each of the Interested Parties hereby absolutely and irrevocably consents
and submits to the exclusive jurisdiction of the courts in The Commonwealth of
Virginia and New York State and of any Federal court located in said
Commonwealth or State in connection with any actions or proceedings brought
against the Interested Parties (or any of them) by the Escrow Agent arising out
of or relating to this Escrow Agreement. In any such action or proceeding, the
interested Parties' each hereby absolutely and irrevocably (i) waives any
objection to jurisdiction or venue, (ii) waives personal service of any summons,
complaint, declaration or other process, and (iii) agrees that the service
thereof may be made by certified or registered first-class mail


                                                                               7


directed to such party; as the case may be, at their respective addresses in
accordance with Section 13 hereof.

      Section 11. Waiver of Jury Trial.

      THE ESCROW AGENT AND THE INTERESTED PARTIES HEREBY WAIVE A TRIAL BY JURY
OF ANY AND ALL ISSUES ARISING IN ANY ACTION OR PROCEEDING BETWEEN THEM OR THEIR
SUCCESSORS OR ASSIGNS, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF ITS
PROVISIONS OR ANY NEGOTIATIONS IN CONNECTION HEREWITH.

      Section 12. Force Majeure.

      The Escrow Agent shall not be responsible for delays or failures in
performance resulting from acts beyond its control. Such acts shall include but
not be limited to acts of God, strikes, lockouts, riots, acts of war, epidemics,
governmental regulations superimposed after the fact, fire, communication line
failures, computer viruses, power failures, terrorist acts, earthquakes or other
disasters.

      Section 13. Notices: Wiring Instructions.

      (a) Notice Addresses. Any notice permitted or required hereunder shall be
in writing, and shall be sent (i) by personal delivery, overnight delivery by a
recognized courier or delivery service, or (ii) mailed by registered or
certified mail, return receipt requested, postage prepaid, or (iii) by confirmed
telecopy accompanied by mailing of the original on the same day by first class
mail, postage prepaid, in each case the parties at their address set forth below
(or to such other address as any such party may hereafter designate by written
notice to the other parties); provided however, that no notice to the Escrow
Agent shall be deemed duly given or made until actually received by the Escrow
Agent.

      If to Buyer:

      ePlus Technology, Inc.
      400 Herndon Parkway
      Herndon, Virginia 20170
      Attention: Kleyton Parkhurst
      Fax: 703-834-1042
      Tel., with extension: 703-709-1924

      If to Seller:


                                                                               8


      Manchester Technologies, Inc.
      160 Oser Avenue
      Hauppauge, New York 11787
      Attention: Barry Steinberg
      Fax: 631-435-2340
      Tel., with extension: 631-435-1048

      If to Escrow Agent:

   by first class mail, to:

      Joel Rothlein, Esq.
      Kressel, Rothlein, Walsh & Roth, LLC
      684 Broadway
      Massapequa, New York 11758
      (516) 798-5363

   if by fax, addressed as above and
        sent to the following telecopy number:

Fax: (516) 798-5498

   if by hand, certified or registered mail
        or overnight courier or delivery, to:

      Joel Rothlein, Esq.
      Kressel, Rothlein, Walsh & Roth, LLC
      684 Broadway
      Massapequa, New York 11758
      (516) 798-5363

      (b) Wiring Instructions As per Seller's payment instruction letter
dated May 28, 2004..

      Section 14. Miscellaneous.

      (a) Binding Effect; Successors. This Escrow Agreement shall be binding
upon the respective parties hereto and their heirs, executors, successors and
assigns. If the Escrow Agent consolidates, merges or converts into, or transfers
all or substantially all of its corporate trust business to, another
corporation, the successor corporation without any further act shall be the
successor Escrow Agent.


                                                                               9


      (b) Modifications. This Escrow Agreement may not be altered or modified
without the express written consent of the parties hereto. No course of conduct
shall constitute a waiver of any of the terms and conditions of this Escrow
Agreement, unless such waiver is specified in writing, and then only to the
extent so specified. A waiver of any of the terms and conditions of this Escrow
Agreement on one occasion shall not constitute a waiver of the other terms of
this Escrow Agreement, or of such terms and conditions on any other occasion.
Notwithstanding any other provision hereof, consent to an alteration or
modification of this Escrow Agreement may not be signed by means of an e-mail
address.

      (c) Governing Law. THIS ESCROW AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

      (d) Reproduction of Documents. This Escrow Agreement and all documents
relating thereto, including, without limitation, (a) consents, waivers and
modifications which may hereafter be executed, and (b) certificates arid other
information previously or hereafter furnished, may be reproduced by any
photographic, photostatic, microfilm, optical disk, micro- card, miniature
photographic or other similar process. The parties agree that any such
reproduction shall be admissible in evidence as the original itself in any
judicial or administrative proceeding, whether or not the original is in
existence and whether or not such reproduction was made by a party in the
regular course of business, and that any enlargement, facsimile or further
reproduction of such reproduction shall likewise be admissible in evidence.

      (e) Counterparts. This Escrow Agreement may be executed in several
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

                           [INTENTIONALLY LEFT BLANK]


                                                                              10


      IN WITNESS WHEREOF, each of the parties has caused this Escrow Agreement
to be duly executed and delivered in its name and on its behalf as of the 28th
day of May, 2004.

                                             ePlus Technology, Inc.

                                             By:
                                                 -------------------------------
                                             Name:
                                                   -----------------------------
                                             Title:
                                                    ----------------------------


                                             Manchester Technologies, Inc.

                                             By:
                                                 -------------------------------
                                             Name:
                                                   -----------------------------
                                             Title:
                                                    ----------------------------

                                             Name: Joel Rothlein

                                             Title: Escrow Agent

                                             As to Section 3.a


                                             -----------------------------------
                                                      Michael Geltner


                                                                              11


                                    Exhibit A

                                  Fee Schedule

                                Schedule of Fees

Escrow Service

WIRE FEE:                                          cost per wire

OUT-OF-POCKET EXPENSES                             at cost

LEGAL FEES:                                        at cost

EXTRAORDINARY ADMINISTRATIVE EXPENSES

      Fees for services not specifically set forth in this schedule will be
determined by appraisal Such services may include, but not be limited to,
additional responsibilities and services incurred in connection with amendments
or extensions of the governing documents, unusual cash and/or investment
transactions, calculations, reports or notices, or in case of litigation.

      OUT-OF-POCKET EXPENSES

      Any out-of-pocket expenses incurred by us will be billed at cost. These
items will include, but not be limited to, legal costs, travel expenses,
document duplication and facsimiles, courier services, etc.

      ESCROW AGENT'S COUNSEL

      At cost.

      BILLING AND PAYMENTS

      The Acceptance Fee and first year Annual Fee will be payable at closing.
Subsequent Annual Fees will be payable in advance at each anniversary of
closing. Other fees, charges and reimbursements will be billed as incurred.
Annual fees are not pro-rated for less than a year.


                                                                              12


                             GOOD FUNDS AVAILABILITY

    Funds to make any payments must be on deposit in sufficient time to avoid
                    Daylight Overdrafts under Fed Guidelines.


                                                                              13

EX-2.3

                                                                     EXHIBIT 2.3

                                    SUB-LEASE

                                  (Oser Avenue)

            AGREEMENT of Lease ("Sub-Lease") made this 27th day of May 2004, to
be effective June 1, 2004, by and between Manchester Technologies, Inc., as
Landlord, with offices at 160 Oser Avenue, Hauppauge, New York 11788, and ePlus
Technology, Inc., as Tenant, with offices at 400 Herndon Parkway, Herndon,
Virginia 20170.

                              W I T N E S S E T H:

      WHEREAS, Landlord is the "Lessee" for the Premises, including the land and
all buildings, structures and other improvements located at 160 Oser Avenue,
Hauppauge, New York 11788 ("Premises") pursuant to an Agreement of Lease dated
March 14, 2003 ("Master Lease") with Douglas C. Giouda, successor to General
Electric Capital Business Asset Funding Corporation, as the "Lessor" and
Manchester Technologies, Inc., as the Lessee.

      Landlord does hereby let unto the Tenant, and the Tenant has hired from
the Landlord, the Premises, less the portion excluded herefrom as set forth in
Exhibit 1 hereto, for a term commencing on June 1, 2004 and to expire on the
31st day of May 2005, to be used only in accordance with the uses permitted
under the Master Lease.

1.    The Tenant shall pay the following:

      a) From June 1, 2004 through March 31, 2005, the base monthly rental of
$17,500.00. >From April 1, 2005 through May 1, 2005 the base monthly rent shall
be $19,249.89. Said rental to be paid on the 1st day of each month in advance.

      b) A proportionate amount of any and all sums which may be due and owing
by Landlord as Lessee as additional rent pursuant to the Master Lease.

      c) A proportionate amount of all other sums with respect to the
maintenance and use of the premises, hereinafter Common Area Maintenance or
"CAM". "CAM" shall mean the total costs and expenses incurred in operating,
equipping, maintaining, insuring, replacing, repairing and policing the common
area of the Premises, including without limitation the cost



of all materials, supplies and services purchased or hired therefor; the cost
and expenses of landscaping, gardening ad planting, cleaning, painting
(including line painting), decorating, security, paving, lighting, sanitary
control, and removal of snow and ice, trash, garbage and other refuse; heating,
ventilating and air conditioning of the enclosed portions of the common areas;
fire protection; water and sewerage charges, electricity and other utilities,
and all hookup, connection, availability and standby fees pertaining to
utilities serving the common areas; professional fees; operation of loudspeakers
and any other equipment supplying music to the common areas or any parts
thereof; installing and renting of signs; maintenance, repair and replacement of
utility systems serving the common areas, including water, sanitary, sewer and
storm water lines and other utility lines, pipes and conduits and replacement of
structural and non-structural portions of the Premises including without
limitation the roof and the facades; the cost of personnel (including without
limitation applicable payroll taxes, worker's compensation insurance, disability
insurance and fringe benefits) to implement all of the foregoing, including the
policing of the common areas and the directing of traffic and parking of
automobiles on the parking areas thereof; administrative costs attributable to
the common areas; Landlord may cause any or all of said services to be provided
by an independent contractor or contractors without reducing Tenant's
obligations to pay a portion of CAM as elsewhere provided in this Lease.

      For so long as this Lease shall be in full force and effect, Landlord
grants to Tenant a non-exclusive revocable license to use the common areas of
the Premises, to be used in common by and with other Landlord or such others to
whom Landlord may grant access, expressly reserving to Landlord, without
limitation, the exclusive rights to change the area, level, location and
arrangement of the parking areas and other facilities forming a part of said
common areas; to restrict parking by Tenant and its employees, agents,
subtenants, concessionaires and licensees to certain areas; to close temporarily
all or any portion of the common areas for the purpose of making repairs or
changes thereto and to discourage non-customer and non-employee parking; to
reasonably establish, modify and enforce rules and regulations with respect to
the common areas and the use to be made thereof. Landlord further


                                       2


reserves the right to make changes, additions, subtractions, alterations, or
improvements in or to all parking areas and other improvements in the common
areas. Landlord shall operate, manage, equip, light and maintain the common
areas in such manner as Landlord may from time to time determine, and Landlord
shall have the right and exclusive authority to employ and discharge all
personnel with respect thereto. Common areas shall be subject to such reasonable
rules and regulations as Landlord may adopt or amend from time to time, and such
rules and regulations may alter the size, location or arrangement of such common
areas or the type of facilities at any time, Landlord shall not be subject to
any liability therefor, nor shall Tenant be entitled to any compensation or
diminution or abatement of Rent therefor, nor shall such change or diminution of
such areas be deemed a constructive or actual eviction. Tenant further hereby
acknowledges, consents and agrees that any or all services, facilities and
access by the public to the Premises may also be suspended in whole or in part
(without entitling Tenant to any diminution or abatement of rent) as aforesaid
and during such temporary times as times as any of the business establishments
in the immediately surrounding area are not open for business, on legal
holidays, or such other days as may be declared by local, state or federal
authorities as days of observance, or during any periods of actual or threatened
civil commotion, insurrection or other circumstances beyond Landlord's control.
The rights of Tenant, its agents, employees, and visitors to use the parking
facilities shall apply only while they are accessing the Premises for purposes
consistent with Tenant's permitted use. Tenant agrees that it and its employees
will park their trucks, delivery vehicles and automobiles only in such of the
parking areas as Landlord from time to time designates for that purpose.

      d) For purposes hereof the Tenant's proportionate amount of additional
rents in paragraph 1(b) and expenses in paragraph 1(c) shall be 100% and such
sums shall be due and payable to Landlord as additional rent.

2. The Tenant agrees to perform and be bound by all of the terms, covenants and
conditions of the Master Lease with the same force and effect as though fully
set forth herein, and all of the terms of said Master Lease are made a part
hereof by reference with the same force and effect as though set forth herein.


                                       3


3. A. In the event the Tenant shall default for a period of five (5) business
days in the payment of any sums required to be paid pursuant to Paragraph 1.
a)-c) inclusive, of this Sub-Lease, and in the event said default is not cured
within five (5) business days after notice of default has been given, the
Landlord shall have the right to recover possession of the Premises in a summary
proceeding for non-payment of rent.

      B. In the event the Tenant shall default for a period of fifteen (15) days
in the performance of the non-monetary terms, covenants and conditions of the
aforementioned Master Lease, or Security Agreement, or of this Sub-Lease,
(namely other than a default as to payments required by Paragraph 1. a)-c)
inclusive), the Landlord may give the Tenant ten (10) days written notice of its
intention to end the term of this Sub-Lease, and upon, the expiration of said
ten (10) days, if said default continues to exist, or if reasonably diligent
steps to cure said default have not commenced the term under this Sub-Lease
shall expire, come to an end and terminate, as fully and completely as if that
were the date herein definitely fixed for the expiration of the term, and the
Landlord may thereupon, without further notice, re-enter the demised premises,
and dispossess the Tenant by summary proceedings or otherwise.

4. This Sub-Lease is subject to the terms of the Master Lease.

5. The Landlord and the Tenant, in any action or proceeding involving this
Sub-Lease or the Premises, do hereby waive the right to demand a jury trial. 6.
Landlord herein shall not be required to comply with any covenants or provisions
required to be performed by the Lessor in the Master Lease, but same shall only
be complied with by the Lessor under the Master Lease. If requested, the
Landlord hereunder shall cooperate with the Tenant hereunder in the enforcement
of any obligations to be performed by the Lessor under the Master Lease.

7. All notices, communications and demands under this Sub-Lease shall be made in
writing, signed by the Sender, and sent by either (i) certified or registered
mail, return receipt, or (ii) hand delivery to a principal of the party, or
(iii) by overnight mail delivery by Federal Express or other recognized carrier.
If given to the Landlord, then to it at the address hereinabove stated, with a
copy to Kressel, Rothlein & Roth, Esqs., 684 Broadway,


                                       4


Massapequa, New York 11758, and if to the Tenant, then to it at the address
hereinabove stated, with a copy to Erica Stoecker, Esq. ePlus, 400 Herndon
Parkway, Herndon, Virginia 20170, in all cases. Either party may change its
address for notice purposes by sending a notice thereof in the manner herein
provided. The Landlord and Tenant herein specifically authorize their respective
attorneys to prepare and forward any and all notices pursuant to the within
Paragraph. Notice shall be deemed given three (3) business days after being sent
by certified mail, one (1) business day after being sent by overnight mail, or
upon hand delivery.

8. Landlord covenants that so long as Tenant is not in default hereunder in the
payment of any rent or compliance with or the performance of any of the terms,
covenants or conditions of this Sub-Lease on Tenant's part to be complied with
or performed, beyond applicable cure periods, Tenant shall not be hindered or
molested by Landlord in Tenant's enjoyment of the Premises.

9. Landlord covenants and agrees to and with Tenant that Landlord will not enter
into any modification or amendment of the Master Lease without the approval in
writing of Tenant, it being understood and agreed that any such modification or
amendment shall be deemed null and void and shall have no effect on the Tenant's
rights under this Sub-Lease.

10. In the event the Lessor under Master Lease defaults in the performance of
the terms and conditions of the Master Lease to be performed by the Lessor under
the Master Lease, and should Landlord refuse to sue for the enforcement of the
rights as the Lessee under the Master Lease, then Tenant shall have the right to
sue in Landlord's place and stead.

11. Landlord covenants and agrees that it will immediately deliver to Tenant any
notice, demand, or other communication it receives from Lessor under the Master
Lease.

12. Tenant does hereby agree to indemnify and save Landlord harmless of and from
all loss, cost, liability, damage and expense, including without limitation
reasonable counsel fees, arising from or connected with (a) its failure or
refusal to carry out any covenants and obligations hereunder and/or under the
Lease for which it is assuming, or (b) any claims made by Landlord or with
respect to the Premises.


                                       5


13. During the initial term of this sublease including any option period as
hereinafter provided, Tenant shall enjoy the right to use all fixtures,
equipment and furnishings as presently exist other than personal property and
effects of Landlord's officers, agents and employees and also excluding any
artwork and other decorative materials and any items scheduled on the schedule
of excluded personal property annexed.. Tenant agrees to maintain all such
personalty in the same condition as currently exists excepting only reasonable
wear and tear. Tenant's option to extend the sublease shall include the right to
use of such personalty.

14. Provided Tenant is not otherwise in default of this agreement or any other
agreement between Landlord and Tenant, Tenant shall have the option on one
hundred twenty (120) days prior written notice to Landlord, to renew this
sublease for successive one (1) year periods until the expiration of the Lease,
and the rent hereunder shall be 100% of the amounts of the Base Rent, additional
rents and required payments pursuant to the Master Lease, together with 100% of
"CAM" as provided herein.

15. Tenant shall obtain, at Tenant's expense, and keep in effect furing the term
of this sublease, (a) commercial general liability insurance (including personal
injury and contractual liability) with a liability limit of no less than US
$5,000,000, and (b) workers' compensation, disability and unemployment insurance
sufficient to meet statutory requirements. Certificates of insurance evidencing
such coverage shall be furnished promptly upon the request of Landlord at any
time during the term of the sublease. Tenant understands and acknowledges that
Landlord shall not be required in any manner to insure Tenant's assets and
employees and Tenant shall obtain any and all such insurance as Tenant
reasonably deems necessary. Landlord and Lessor are both to be named as an
"Additional Insured" in all of the foregoing policies.

16. MISCELLANEOUS

      16.1 It is the intent of Landlord and Tenant that the rents payable under
this sublease shall be absolutely equivalent to all sums chargeable to Landlord
so that Landlord shall incur no cost or expense relating to the Premises during
the term of this sublease that is not otherwise chargeable to Tenant hereunder.


                                       6


      16.2 Tenant shall pay to Landlord, as additional rent, all attorneys' fees
and disbursements, court costs (if any) and expenses, paid or incurred by
Landlord in connection with (i) any action, proceeding or arbitration arising
out of Tenant's failure to pay any item of rent or to pay, observe or perform
any obligation, and (ii) any failure by Tenant to pay any item of rent or to
pay, observe or perform any obligation, irrespective of whether any formal legal
action or proceeding is ever instituted against Tenant arising out of such
failure.

      16.3 This sublease contains and embraces the entire agreement between the
parties hereto, and neither it nor any part of it may be changed, altered,
modified, limited, terminated, or extended orally or by any writing unless such
writing is signed by the party to be charged, or its legal representative,
successor or assignee. All negotiations, considerations, representations and
understandings between Landlord and Tenant are hereby merged into this lease. No
change, modification, discharge or abandonment of this lease shall be valid or
effective unless set forth in writing and signed by the party against whom
enforcement of the change, modification, discharge or abandonment is sought.

      16.4 All sums payable by Tenant pursuant to this sublease, regardless of
the purpose, regardless of origination and regardless how characterized, shall
be deemed due and payable as additional rent and any default in payment thereof
shall constitute a default in the payment of rent. Tenant's obligation to pay
all rents shall survive any termination or cancellation of this lease with
respect to any item of rent due on any date or attributable to any period prior
to such termination or cancellation, even though not yet billed to Tenant.

      16.5 Tenant may not record this sublease without Landlord's prior written
consent.

      16.6 In addition to all other remedies available to Landlord under this
sublease or at law for Tenant's failure to pay, observe or perform any
obligation under this sublease, Landlord may on 5 days notice to Tenant, or
after such greater time period as may be expressly granted in this lease with
respect to a particular obligation, pay, observe or perform such obligation on
Tenant's behalf and expense. Whenever Landlord pays, observes or performs any
obligation on behalf of Tenant or in consequence of any default by Tenant,
whether such action by Landlord be pursuant to this Section 16.6 or pursuant to
any other provision of this lease which grants a more specific right of action
to Landlord, the cost


                                       7


thereof, plus twenty (20%) percent of such cost to cover Landlord's time and
administrative services (which amount Tenant acknowledges to be fair and
reasonable), shall be paid or reimbursed to Landlord within such time period as
may be expressly provided under such provision, and if no time period is
provided, then within 5 days after demand.

      IN WITNESS WHEREOF, the parties have hereunto affixed their hands and
seals the day and year first above written.

In the Presence Of:                         Manchester Technologies, Inc.


                                            BY:
- -----------------------------                   --------------------------------
                                                  Seth Collins, Vice President


                                            ePlus Technology, Inc.


                                            BY:
- -----------------------------                   --------------------------------
                                                  Kley Parkhurst,
                                                  SeniorVice President

EX-2.4

                                                                     EXHIBIT 2.4

                                    SUB-LEASE

                                (Seventh Avenue)

            AGREEMENT of Lease ("Sub-Lease") made this 28th day of May 2004, to
be effective upon Lessor's consent, by and between Manchester Technologies,
Inc., as Landlord, with offices at 160 Oser Avenue, Hauppauge, New York 11788,
and ePlus Technology, Inc., as Tenant, with offices at 400 Herndon Parkway,
Herndon, Virginia 20170.

                              W I T N E S S E T H:

      WHEREAS, Landlord is the "Lessee" for the Premises, described in and by
the Master Lease located at 469 Seventh Avenue, New York, New York ("Premises")
pursuant to an Agreement of Lease dated June 23, 1997 ("Master Lease") with
First Willow, LLC, as the "Lessor" and Manchester Technologies, Inc., as the
Lessee.

      Landlord does hereby let unto the Tenant, and the Tenant has hired from
the Landlord, the Premises, for a term commencing upon the first day of Month in
the first month next succeeding Lessor's consent and to expire at noon on the
28th day of February 2005, to be used only in accordance with the uses permitted
under the Master Lease. This sublease shall not allow use of the Premises or any
part thereof: (a) as a restaurant, luncheonette, or otherwise for the
preparation and/or sale of food for on or off premises consumption; (b) as a
discount store; (c) as a multiple tenancy store; (d) by a foreign or domestic
governmental agency; (e) as a betting parlor or gambling casino; or (f) by a
utility company. Lessee retains Barry Steinberg's office and office adjacent to
the lab.

1.    The Tenant shall pay the following:


                                     { 1 }


      a) The base rental shall be equivalent to the "fixed rent" due to Lessor
for Lessee pursuant to the Master Lease. Said rental to be paid on the 1st day
of each month in advance.

      b) Additional rent representing any and all sums which may be due and
owing by Landlord as Lessee as "additional rent" pursuant to the Master Lease.

      c) To the extent not provided by Lessor and chargeable by Lessor to
Landlord as Lessee under the Master Lease, a proportionate amount of all other
sums with respect to the maintenance and use of the premises, hereinafter Common
Area Maintenance or "CAM". "CAM" shall mean the total costs and expenses
incurred in operating, equipping, maintaining, insuring, replacing, repairing
and policing the common area of the Premises, including without limitation the
cost of all materials, supplies and services purchased or hired therefor; the
cost and expenses of landscaping, gardening ad planting, cleaning, painting
(including line painting), decorating, security, paving, lighting, sanitary
control, and removal of snow and ice, trash, garbage and other refuse; heating,
ventilating and air conditioning of the enclosed portions of the common areas;
fire protection; water and sewerage charges, electricity and other utilities,
and all hookup, connection, availability and standby fees pertaining to
utilities serving the common areas; professional fees; operation of loudspeakers
and any other equipment supplying music to the common areas or any parts
thereof; installing and renting of signs; maintenance, repair and replacement of
utility systems serving the common areas, including water, sanitary, sewer and
storm water lines and other utility lines, pipes and conduits and replacement of
structural and non-structural portions of the Premises including without
limitation the roof and the facades; the cost of personnel (including without
limitation applicable payroll taxes, worker's compensation insurance, disability
insurance and fringe benefits) to implement all of the foregoing, including the
policing of the common areas and the directing of traffic and parking of
automobiles on the parking areas thereof; administrative costs attributable to
the


                                     { 2 }


common areas; Landlord may cause any or all of said services to be provided by
an independent contractor or contractors without reducing Tenant's obligations
to pay a portion of CAM as elsewhere provided in this Lease.

      Subject to the Master Lease for so long as this Sub- Lease shall be in
full force and effect, Landlord grants to Tenant a non-exclusive revocable
license to use the common areas of the Premises as granted by Lessor pursuant to
the Master Lease, to be used in common by and with other Tenants or such others
to whom Lessor may grant access, expressly reserving to Landlord, without
limitation, all conditions reserved to the Lessor under the Master Lease, if
any. Common areas shall be subject to such reasonable rules and regulations as
Landlord may adopt or amend from time to time, and such rules and regulations
may alter the size, location or arrangement of such common areas or the type of
facilities at any time, Landlord shall not be subject to any liability therefor,
nor shall Tenant be entitled to any compensation or diminution or abatement of
Rent therefor, nor shall such change or diminution of such areas be deemed a
constructive or actual eviction. Tenant further hereby acknowledges, consents
and agrees that any or all services, facilities and access by the public to the
Premises may also be suspended in whole or in part (without entitling Tenant to
any diminution or abatement of rent) as aforesaid and during such temporary
times as times as any of the business establishments in the same building of
which the Premises is a part, are not open for business, on legal holidays, or
such other days as may be declared by local, state or federal authorities as
days of observance, or during any periods of actual or threatened civil
commotion, insurrection or other circumstances beyond Landlord's control. The
rights of Tenant, its agents, employees, and visitors to use the parking
facilities shall apply only while they are accessing the Premises for purposes
consistent with Tenant's permitted use.


                                     { 3 }


      d) For purposes hereof the Tenant's proportionate amount of additional
rents in paragraph 1(b) and expenses in paragraph 1(c) shall be 100% and such
sums shall be due and payable to Landlord as additional rent.

2. The Tenant agrees to perform and be bound by all of the terms, covenants and
conditions of the Master Lease with the same force and effect as though fully
set forth herein, and all of the terms of said Master Lease are made a part
hereof by reference with the same force and effect as though set forth herein.

3. A. In the event the Tenant shall default for a period of five (5) business
days in the payment of any sums required to be paid pursuant to Paragraph 1.
a)-c) inclusive, of this Sub- Lease, and in the event said default is not cured
within five (5) business days after notice of default has been given, the
Landlord shall have the right to recover possession of the Premises in a summary
proceeding for non-payment of rent.

      B. In the event the Tenant shall default for a period of fifteen (15) days
in the performance of the non-monetary terms, covenants and conditions of the
aforementioned Master Lease, or Security Agreement, or of this Sub-Lease,
(namely other than a default as to payments required by Paragraph 1. a)-c)
inclusive), the Landlord may give the Tenant ten (10) days written notice of its
intention to end the term of this Sub-Lease, and upon, the expiration of said
ten (10) days, if said default continues to exist, or if reasonably diligent
steps to cure said default have not commenced the term under this Sub-Lease
shall expire, come to an end and terminate, as fully and completely as if that
were the date herein definitely fixed for the expiration of the term, and the
Landlord may thereupon, without further notice, re-enter the demised premises,
and dispossess the Tenant by summary proceedings or otherwise.


                                     { 4 }


4. This Sub-Lease is subject to the terms of the Master Lease. This sub-lease
shall be subject and subordinate to Master Lease and to the matters to which
Master Lease is or shall be subordinate, and that, in the event of termination,
re-entry, or dispossess by Lessor under the Master Lease, Lessor may, at its
option, take over all of the right, title and interest of Lessee as Landlord
under such sublease and Tenant shall at Lessor's option, attorn to Lessor
pursuant to the then executory provisions of such sublease, except that Lessor
shall not be (x) liable for any previous act or omission of Lessee as Landlord
under such sublease, (y) be subject to any offset, not expressly provided in
such sublease, that theretofore accrued to such Tenant against Lessee as
Landlord under the sublease or (z) be bound by any previous modification of such
sublease or by any previous prepayment of more than one month's fixed rent or
any additional rent then due.

5. The Landlord and the Tenant, in any action or proceeding involving this
Sub-Lease or the Premises, do hereby waive the right to demand a jury trial.

6. Landlord herein shall not be required to comply with any covenants or
provisions required to be performed by the Lessor in the Master Lease, but same
shall only be complied with by the Lessor under the Master Lease. If requested,
the Landlord hereunder shall cooperate with the Tenant hereunder in the
enforcement of any obligations to be performed by the Lessor under the Master
Lease.

7. All notices, communications and demands under this Sub-Lease shall be made in
writing, signed by the Sender, and sent by either (i) certified or registered
mail, return receipt, or (ii) hand delivery to a principal of the party, or
(iii) by overnight mail delivery by Federal Express or other recognized carrier.
If given to the Landlord, then to it at the address hereinabove stated, with a
copy to Kressel, Rothlein & Roth, Esqs., 684 Broadway, Massapequa, New York
11758, and if to the Tenant, then to it at the address hereinabove stated, with
a copy to Erica Stoecker, Esq., ePlus Technology, Inc., 406


                                     { 5 }


Herndon Parkway, Herndon, Virginia 20170, in all cases. Either party may change
its address for notice purposes by sending a notice thereof in the manner herein
provided. The Landlord and Tenant herein specifically authorize their respective
attorneys to prepare and forward any and all notices pursuant to the within
Paragraph. Notice shall be deemed given three (3) business days after being sent
by certified mail, one (1) business day after being sent by overnight mail, or
upon hand delivery.

8. Landlord covenants that so long as Tenant is not in default hereunder in the
payment of any rent or compliance with or the performance of any of the terms,
covenants or conditions of this Sub-Lease on Tenant's part to be complied with
or performed, beyond applicable cure periods, Tenant shall not be hindered or
molested by Landlord in Tenant's enjoyment of the Premises.

9. Landlord covenants and agrees to and with Tenant that Landlord will not enter
into any modification or amendment of the Master Lease without the approval in
writing of Tenant, it being understood and agreed that any such modification or
amendment shall be deemed null and void and shall have no effect on the Tenant's
rights under this Sub-Lease.

10. In the event the Lessor under Master Lease defaults in the performance of
the terms and conditions of the Master Lease to be performed by the Lessor under
the Master Lease, and should Landlord refuse to sue for the enforcement of the
rights as the Lessee under the Master Lease, then Tenant shall have the right to
sue in Landlord's place and stead.

11. Landlord covenants and agrees that it will immediately deliver to Tenant any
notice, demand, or other communication it receives from Lessor under the Master
Lease.

12. Tenant does hereby agree to indemnify and save Landlord harmless of and from
all loss, cost, liability, damage and expense, including without limitation
reasonable counsel fees, arising from or


                                     { 6 }


connected with (a) its failure or refusal to carry out any covenants and
obligations hereunder and/or under the Lease for which it is assuming, or (b)
any claims made by Landlord or with respect to the Premises.

13. Tenant shall obtain, at Tenant's expense, and keep in effect furing the term
of this sublease, (a) commercial general liability insurance (including personal
injury and contractual liability) with a liability limit of no less than US
$5,000,000, and (b) workers' compensation, disability and unemployment insurance
sufficient to meet statutory requirements. Certificates of insurance evidencing
such coverage shall be furnished promptly upon the request of Landlord at any
time during the term of the sublease. Tenant understands and acknowledges that
Landlord shall not be required in any manner to insure Tenant's assets and
employees and Tenant shall obtain any and all such insurance as Tenant
reasonably deems necessary. Landlord and Lessor are both to be named as an
"Additional Insured" in all of the foregoing policies.

14. MISCELLANEOUS

      14.1 It is the intent of Landlord and Tenant that the rents payable under
this sublease shall be absolutely equivalent to all sums chargeable to Landlord
so that Landlord shall incur no cost or expense relating to the Premises from
and after the effective date of the sublease that is not otherwise chargeable to
Tenant hereunder.

      14.2 Tenant shall pay to Landlord, as additional rent, all attorneys' fees
and disbursements, court costs (if any) and expenses, paid or incurred by
Landlord in connection with (i) any action, proceeding or arbitration arising
out of Tenant's failure to pay any item of rent or to pay, observe or perform
any obligation, and (ii) any failure by Tenant to pay any item of rent or to
pay, observe or perform any obligation, irrespective of whether any formal legal
action or proceeding is ever instituted against Tenant arising out of such
failure.


                                     { 7 }


      14.3 This sublease contains and embraces the entire agreement between the
parties hereto, and neither it nor any part of it may be changed, altered,
modified, limited, terminated, or extended orally or by any writing unless such
writing is signed by the party to be charged, or its legal representative,
successor or assignee. All negotiations, considerations, representations and
understandings between Landlord and Tenant are hereby merged into this lease. No
change, modification, discharge or abandonment of this lease shall be valid or
effective unless set forth in writing and signed by the party against whom
enforcement of the change, modification, discharge or abandonment is sought.

      14.4 All sums payable by Tenant pursuant to this sublease, regardless of
the purpose, regardless of origination and regardless how characterized, shall
be deemed due and payable as additional rent and any default in payment thereof
shall constitute a default in the payment of rent. Tenant's obligation to pay
all rents shall survive any termination or cancellation of this lease with
respect to any item of rent due on any date or attributable to any period prior
to such termination or cancellation, even though not yet billed to Tenant.

      14.5 Tenant may not record this sublease without Landlord's prior written
consent.

      14.6 In addition to all other remedies available to Landlord under this
sublease or at law for Tenant's failure to pay, observe or perform any
obligation under this lease, Landlord may on 5 days notice to Tenant, or after
such greater time period as may be expressly granted in this sublease with
respect to a particular obligation, pay, observe or perform such obligation on
Tenant's behalf and expense. Whenever Landlord pays, observes or performs any
obligation on behalf of Tenant or in consequence of any default by Tenant,
whether such action by Landlord be pursuant to this Section 14.6 or pursuant to
any other provision of this lease which grants a more specific right of action
to Landlord, the cost thereof, plus twenty (20%) percent of such cost to cover
Landlord's time and administrative services (which amount Tenant acknowledges to
be fair and reasonable), shall be paid or reimbursed to Landlord within such
time period


                                     { 8 }


as may be expressly provided under such provision, and if no time period is
provided, then within 5 days after demand.

15. Provided Tenant is not otherwise in default of this agreement or any other
agreement between Landlord and Tenant, Tenant shall have the right to holdover
month to month. Landlord may terminate the month to month tenancy on thirty (30)
days notice. Anything to the contrary notwithstanding, after September 1, 2004,
Landlord may give Tenant ninety (90) days written notice to end this sublease,
provided that Landlord has a firm potential replacement for Tenant in which
event Tenant shall have a right of first refusal to match any proposed sublease
or assignment. In the event of holdover, Tenant shall pay Landlord all rents in
the same amounts as the Master Lease, divided by 12 for each month Tenant holds
over.

16. During the initial term of this sublease including any holdover period as
herein provided, Tenant shall enjoy the right to use all fixtures, equipment and
furnishings as presently exist other than personal property and effects of
Landlord's officers, agents and employees and also excluding any artwork and
other decorative materials and any items scheduled on the schedule of excluded
personal property annexed.. Tenant agrees to maintain all such personalty in the
same condition as currently exists excepting only reasonable wear and tear.
Tenant's option to extend the sublease shall include the right to use of such
personalty.

      IN WITNESS WHEREOF, the parties have hereunto affixed their hands and
seals the day and year first above written.

In the Presence Of:                          Manchester Technologies, Inc.


                                             BY:
- -----------------------------                   --------------------------------
                                                  Seth Collins, Vice President


                                     { 9 }


                                             ePlus Technology, Inc.


                                             BY:
- -----------------------------                   --------------------------------
                                                  Kley Parkhurst,
                                                  Senior Vice President


                                     { 10 }

EX-2.5

                                                                     EXHIBIT 2.5

                                    SUB-LEASE

                                   (Columbia)

            AGREEMENT of Lease ("Sub-Lease") made this 27th day of May 2004, by
and between Manchester Technologies, Inc., as Landlord, with offices at 160 Oser
Avenue, Hauppauge, New York 11788, and ePlus Technology, Inc., as Tenant, with
offices at 400 Herndon Parkway, Herndon, Virginia 20170.

                              W I T N E S S E T H:

      WHEREAS, Landlord is the "Lessee" for the Premises, including the land and
all buildings, structures and other improvements located at 7130 Columbia
Gateway Drive, Columbia, Maryland ("Premises") pursuant to an Agreement of Lease
dated May 1, 2003. ("Master Lease") with FSP Gateway Crossing Limited
Partnership, as the "Lessor" and Manchester Technologies, Inc., as the Lessee.

      Landlord does hereby let unto the Tenant, and the Tenant has hired from
the Landlord, the Premises for a term commencing on June 1, 2004 and to expire
on the 30th day of November 2004, to be used only in accordance with the uses
permitted under the Master Lease.

1.    The Tenant shall pay the following:

      a) The base monthly rent shall be in the amount set forth in the Master
Lease.

      b) Any and all sums which may be due and owing by Landlord as Lessee as
additional rent pursuant to the Master Lease.

      c) To the extent not provided by Lessor and chargeable by Lessor to
Landlord as Lessee under the Master Lease, a proportionate amount of all other
sums with respect to the maintenance and use of the premises, hereinafter Common
Area Maintenance or "CAM". "CAM" shall mean the total


                                     { 1 }


costs and expenses incurred in operating, equipping, maintaining, insuring,
replacing, repairing and policing the common area of the Premises, including
without limitation the cost of all materials, supplies and services purchased or
hired therefor; the cost and expenses of landscaping, gardening ad planting,
cleaning, painting (including line painting), decorating, security, paving,
lighting, sanitary control, and removal of snow and ice, trash, garbage and
other refuse; heating, ventilating and air conditioning of the enclosed portions
of the common areas; fire protection; water and sewerage charges, electricity
and other utilities, and all hookup, connection, availability and standby fees
pertaining to utilities serving the common areas; professional fees; operation
of loudspeakers and any other equipment supplying music to the common areas or
any parts thereof; installing and renting of signs; maintenance, repair and
replacement of utility systems serving the common areas, including water,
sanitary, sewer and storm water lines and other utility lines, pipes and
conduits and replacement of structural and non-structural portions of the
Premises including without limitation the roof and the facades; the cost of
personnel (including without limitation applicable payroll taxes, worker's
compensation insurance, disability insurance and fringe benefits) to implement
all of the foregoing, including the policing of the common areas and the
directing of traffic and parking of automobiles on the parking areas thereof;
administrative costs attributable to the common areas; Landlord may cause any or
all of said services to be provided by an independent contractor or contractors
without reducing Tenant's obligations to pay a portion of CAM as elsewhere
provided in this Lease.

      For so long as this sublease shall be in full force and effect, Landlord
grants to Tenant a non-exclusive revocable license to use the common areas of
the Premises as granted by Lessor pursuant to the Master Lease, to be used in
common by and with other Tenants or such others to whom Lessor may grant access,
expressly reserving to Landlord, without limitation, the exclusive rights to
change the


                                     { 2 }


area, level, location and arrangement of the parking areas and other facilities
forming a part of said common areas; to restrict parking by Tenant and its
employees, agents, subtenants, concessionaires and licensees to certain areas;
to close temporarily all or any portion of the common areas for the purpose of
making repairs or changes thereto and to discourage non-customer and
non-employee parking; to reasonably establish, modify and enforce rules and
regulations with respect to the common areas and the use to be made thereof.
Landlord further reserves the right to make changes, additions, subtractions,
alterations, or improvements in or to all parking areas and other improvements
in the common areas. Landlord shall operate, manage, equip, light and maintain
the common areas in such manner as Landlord may from time to time determine, and
Landlord shall have the right and exclusive authority to employ and discharge
all personnel with respect thereto. Common areas shall be subject to such
reasonable rules and regulations as Landlord may adopt or amend from time to
time, and such rules and regulations may alter the size, location or arrangement
of such common areas or the type of facilities at any time, Landlord shall not
be subject to any liability therefor, nor shall Tenant be entitled to any
compensation or diminution or abatement of Rent therefor, nor shall such change
or diminution of such areas be deemed a constructive or actual eviction. Tenant
further hereby acknowledges, consents and agrees that any or all services,
facilities and access by the public to the Premises may also be suspended in
whole or in part (without entitling Tenant to any diminution or abatement of
rent) as aforesaid and during such temporary times as times as any of the if the
business establishments in the building or building complex of which the
Premises is a part are not open for business, on legal holidays, or such other
days as may be declared by local, state or federal authorities as days of
observance, or during any periods of actual or threatened civil commotion,
insurrection or other circumstances beyond Landlord's control. The rights of
Tenant, its agents, employees, and visitors to use the parking facilities shall
apply only while they are accessing the


                                     { 3 }


Premises for purposes consistent with Tenant's permitted use. Tenant agrees that
it and its employees will park their trucks, delivery vehicles and automobiles
only in such of the parking areas as Landlord from time to time designates for
that purpose.

      d) For purposes hereof the Tenant's proportionate amount of additional
rents in paragraph 1(b) and expenses in paragraph 1(c) shall be 100% and such
sums shall be due and payable to Landlord as additional rent.

2. The Tenant agrees to perform and be bound by all of the terms, covenants and
conditions of the Master Lease with the same force and effect as though fully
set forth herein, and all of the terms of said Master Lease are made a part
hereof by reference with the same force and effect as though set forth herein.

3. A. In the event the Tenant shall default for a period of five (5) business
days in the payment of any sums required to be paid pursuant to Paragraph 1.
a)-c) inclusive, of this Sub- Lease, and in the event said default is not cured
within five (5) business days after notice of default has been given, the
Landlord shall have the right to recover possession of the Premises in a summary
proceeding for non-payment of rent.

      B. In the event the Tenant shall default for a period of fifteen (15) days
in the performance of the non-monetary terms, covenants and conditions of the
aforementioned Master Lease, or Security Agreement, or of this Sub-Lease,
(namely other than a default as to payments required by Paragraph 1. a)-c)
inclusive), the Landlord may give the Tenant ten (10) days written notice of its
intention to end the term of this Sub-Lease, and upon, the expiration of said
ten (10) days, if said default continues to exist, or if reasonably diligent
steps to cure said default have not commenced the term under this Sub-Lease
shall expire, come to an end and terminate, as fully and completely as if that
were the date herein


                                     { 4 }


definitely fixed for the expiration of the term, and the Landlord may thereupon,
without further notice, re-enter the demised premises, and dispossess the Tenant
by summary proceedings or otherwise.

4. This Sub-Lease is subject to the terms of the Master Lease.

5. The Landlord and the Tenant, in any action or proceeding involving this
Sub-Lease or the Premises, do hereby waive the right to demand a jury trial.

6. Landlord herein shall not be required to comply with any covenants or
provisions required to be performed by the Lessor in the Master Lease, but same
shall only be complied with by the Lessor under the Master Lease. If requested,
the Landlord hereunder shall cooperate with the Tenant hereunder in the
enforcement of any obligations to be performed by the Lessor under the Master
Lease.

7. All notices, communications and demands under this Sub-Lease shall be made in
writing, signed by the Sender, and sent by either (i) certified or registered
mail, return receipt, or (ii) hand delivery to a principal of the party, or
(iii) by overnight mail delivery by Federal Express or other recognized carrier.
If given to the Landlord, then to it at the address hereinabove stated, with a
copy to Kressel, Rothlein & Roth, Esqs., 684 Broadway, Massapequa, New York
11758, and if to the Tenant, then to it at the address hereinabove stated, with
a copy to Erica Stoecker, Esq., ePlus, 400 Herndon Parkway, Herndon, Virginia
20170, in all cases. Either party may change its address for notice purposes by
sending a notice thereof in the manner herein provided. The Landlord and Tenant
herein specifically authorize their respective attorneys to prepare and forward
any and all notices pursuant to the within Paragraph. Notice shall be deemed
given three (3) business days after being sent by certified mail, one (1)
business day after being sent by overnight mail, or upon hand delivery.

8. Landlord covenants that so long as Tenant is not in default hereunder in the
payment of any rent or compliance with or the performance of any of the terms,
covenants or conditions of this Sub-Lease


                                     { 5 }


on Tenant's part to be complied with or performed, beyond applicable cure
periods, Tenant shall not be hindered or molested by Landlord in Tenant's
enjoyment of the Premises.

9. Landlord covenants and agrees to and with Tenant that Landlord will not enter
into any modification or amendment of the Master Lease without the approval in
writing of Tenant, it being understood and agreed that any such modification or
amendment shall be deemed null and void and shall have no effect on the Tenant's
rights under this Sub-Lease.

10. In the event the Lessor under Master Lease defaults in the performance of
the terms and conditions of the Master Lease to be performed by the Lessor under
the Master Lease, and should Landlord refuse to sue for the enforcement of the
rights as the Lessee under the Master Lease, then Tenant shall have the right to
sue in Landlord's place and stead.

11. Landlord covenants and agrees that it will immediately deliver to Tenant any
notice, demand, or other communication it receives from Lessor under the Master
Lease.

12. Tenant does hereby agree to indemnify and save Landlord harmless of and from
all loss, cost, liability, damage and expense, including without limitation
reasonable counsel fees, arising from or connected with (a) its failure or
refusal to carry out any covenants and obligations hereunder and/or under the
Lease for which it is assuming, or (b) any claims made by Landlord or with
respect to the Premises.

13. Provided Tenant is not otherwise in default of this agreement or any other
agreement between Landlord and Tenant, Tenant shall have the right to holdover
month to month, except that Tenant shall give Landlord sixty (60) days prior
written notice of its intention. Anything to the contrary notwithstanding,
Landlord may give Tenant sixty (60) days written notice to end Tenant's holdover
rights hereunder, provided that Landlord has a firm potential replacement for
Tenant in which event Tenant shall have a right of first refusal to match any
proposed sublease or assignment. In the event of holdover,


                                     { 6 }


Tenant shall pay Landlord all rents in the same amounts as the Master Lease,
divided by 12 for each month Tenant holds over.

14. Tenant shall obtain, at Tenant's expense, and keep in effect furing the term
of this sublease, (a) commercial general liability insurance (including personal
injury and contractual liability) with a liability limit of no less than US
$5,000,000, and (b) workers' compensation, disability and unemployment insurance
sufficient to meet statutory requirements. Certificates of insurance evidencing
such coverage shall be furnished promptly upon the request of Landlord at any
time during the term of the sublease. Tenant understands and acknowledges that
Landlord shall not be required in any manner to insure Tenant's assets and
employees and Tenant shall obtain any and all such insurance as Tenant
reasonably deems necessary. Landlord and Lessor are both to be named as an
"Additional Insured" in all of the foregoing policies.

15. MISCELLANEOUS

      15.1 It is the intent of Landlord and Tenant that the rents payable under
this sublease shall be absolutely equivalent to all sums chargeable to Landlord
so that during the term hereof and any period Tenant holds over Landlord shall
incur no cost or expense relating to the Premises that is not otherwise
chargeable to Tenant hereunder.

      15.2 Tenant shall pay to Landlord, as additional rent, all attorneys' fees
and disbursements, court costs (if any) and expenses, paid or incurred by
Landlord in connection with (i) any action, proceeding or arbitration arising
out of Tenant's failure to pay any item of rent or to pay, observe or perform
any obligation, and (ii) any failure by Tenant to pay any item of rent or to
pay, observe or perform any obligation, irrespective of whether any formal legal
action or proceeding is ever instituted against Tenant arising out of such
failure.


                                     { 7 }


      15.3 This sublease contains and embraces the entire agreement between the
parties hereto, and neither it nor any part of it may be changed, altered,
modified, limited, terminated, or extended orally or by any writing unless such
writing is signed by the party to be charged, or its legal representative,
successor or assignee. All negotiations, considerations, representations and
understandings between Landlord and Tenant are hereby merged into this lease. No
change, modification, discharge or abandonment of this lease shall be valid or
effective unless set forth in writing and signed by the party against whom
enforcement of the change, modification, discharge or abandonment is sought.

      15.4 All sums payable by Tenant pursuant to this sublease, regardless of
the purpose, regardless of origination and regardless how characterized, shall
be deemed due and payable as additional rent and any default in payment thereof
shall constitute a default in the payment of rent. Tenant's obligation to pay
all rents shall survive any termination or cancellation of this lease with
respect to any item of rent due on any date or attributable to any period prior
to such termination or cancellation, even though not yet billed to Tenant.

      15.5 Tenant may not record this sublease without Landlord's prior written
consent.

      15.6 In addition to all other remedies available to Landlord under this
sublease or at law for Tenant's failure to pay, observe or perform any
obligation under this lease, Landlord may on 5 days notice to Tenant, or after
such greater time period as may be expressly granted in this sublease with
respect to a particular obligation, pay, observe or perform such obligation on
Tenant's behalf and expense. Whenever Landlord pays, observes or performs any
obligation on behalf of Tenant or in consequence of any default by Tenant,
whether such action by Landlord be pursuant to this Section 15.6 or pursuant to
any other provision of this lease which grants a more specific right of action
to Landlord, the cost thereof, plus twenty (20%) percent of such cost to cover
Landlord's time and administrative services (which amount Tenant acknowledges to
be fair and reasonable), shall be paid or reimbursed to Landlord within such
time period


                                     { 8 }


as may be expressly provided under such provision, and if no time period is
provided, then within 5 days after demand.

            IN WITNESS WHEREOF, the parties have hereunto affixed their hands
and seals the day and year first above written.

In the Presence Of:                         Manchester Technologies, Inc.


                                            BY:
- -----------------------------                   --------------------------------
                                                  Seth Collins, Vice President


                                            ePlus Technology, Inc.

                                            BY:
- -----------------------------                   --------------------------------
                                                  Kley Parkhurst,
                                                  Senior Vice President


                                     { 9 }

EX-2.6

                                                                     EXHIBIT 2.6

                               ASSIGNMENT OF LEASE

                                     (Boca)

      THIS ASSIGNMENT OF LEASE (this "Assignment") is made as of the 28th day of
May, 2004, between Manchester Technologies, Inc., formerly known as Manchester
Equipment Co., Inc., a New York corporation with offices located at 160 Oser
Avenue, Hauppauge, New York 11788 ("Assignor") and ePlus Technology, Inc.,, a
Virginia corporation with offices located at 400 Herndon Parkway, Herndon,
Virginia 20170 ("Assignee").

                                    Recitals

      WHEREAS, pursuant to an Agreement of Lease dated October 1, 1997 by and
between Kin Properties, Inc. as agent for Susan Sandelman as trustee of Aneff
Trust and Susan Sandelman as trustee of Fundamentals Company Trust, as Landlord,
and Assignor, as tenant, (the "Lease"), Landlord leased to Assignor that certain
land building known as 185 NW Spanish River Blvd., in Boca Raton, Florida, (The
"Premises"), said premises being more particularly described in the Lease, a
copy of which is annexed hereto and made a part of as Exhibit A; and

      WHEREAS, Assignor desires to assign its interest in the Lease to the
Assignee, and the Assignee desires to accept the assignment thereof, upon the
following terms and conditions.

      NOW, THEREFORE, for and in consideration of the premises and other good
and valuable consideration the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:

      1. Effective as of May 27, 2004 the "Effective Date"), or the date upon
which the Landlord consents hereto whichever is later, the Assignor hereby
assigns and transfers to the Assignee and its successors and assigns all of its
right, title and interest in and to the Lease hereinbefore described, including,
without limitation, Assignor's interest in the security deposit, if any,
delivered under such Lease (an Assignor shall take all necessary actions to
effectuate the transfer of such security deposit to Assignee). Assignee hereby
agrees to and does accept the assignment, and in addition, expressly assumes and
agrees to keep, perform, and fulfill all the terms, covenants, conditions and
obligations required to be kept, performed, and fulfilled by the Assignor as the
tenant under the Lease, arising thereunder from and after the Effective Date.

      2. General. This Assignment may not be changed or discharged orally, but
only by an agreement in writing signed by the party against whom enforcement of
any waiver, change, modification or discharge is sought. The covenants,
agreements, terms, provisions and conditions contained in this Assignment shall
be binding upon and shall inure to the benefit of the parties hereto and their
respective successors and assigns.


                                      -1-


      3. Indemnity. Assignee does hereby agree to indemnify and save Assignor
harmless of and from all loss, cost, liability, damage and expense, including
without limitation reasonable counsel fees, arising from or connected with (a)
its failure or refusal to carry out any covenants and obligations hereunder
and/or under the Lease for which it is assuming, or (b) any claims made by
Landlord or with respect to the Premises. This indemnity shall be effective
without regard to Landlord's consent to the assignment.

      4. Governing Law. This Assignment and its interpretation and enforcement
shall be governed by the laws of the State of New York.

      5. Counterparts. This Assignment may be executed in counterparts, each of
which shall be deemed an original, and all of which when taken together shall
constitute one and the same instrument.

      6. Consent. This Assignment (but not the Indemnity herein) is expressly
subject to the consent of the Landlord under the Lease. Assignor and Assignee
shall use their best efforts to comply with the requirements of the Lease for
assignment and facilitate obtaining Landlord consent. Assignor and Assignee each
agree to provide Landlord with whatever is required by the Lease for consent.
Best efforts shall include suit, if necessary, however, Assignor shall have no
liability to Assignee in the event the consent is withheld nor shall Assignor be
obligated to pay any compensation, whether or not Landlord may properly charge
same as a condition to secure such consent.

      7. Assignee undertakes to secure a substitute Letter of Credit for the
Landlord's benefit in place and instead of any Letter of Credit provided by
Assignor.

      IN WITNESS WHEREOF, the parties hereto have executed this Assignment as of
the day and year first above written.


                                           ASSIGNOR:

                                           MANCHESTER TECHNOLOGIES, INC.


                                           By:
                                               ---------------------------------
                                           Name:  Seth Collins
                                           Title:  Vice President


                                      -2-


                                           ASSIGNEE:
                                           EPLUS TECHNOLOGY, INC.


                                           By:
                                               ---------------------------------
                                           Name: Kley Parkhurst
                                           Title: Senior Vice President


Consented and Agreed to by:


- ------------------------------


                                      -3-

EX-2.7

                                                                     EXHIBIT 2.7

                               ASSIGNMENT OF LEASE

                                   (Pittsford)

      THIS ASSIGNMENT OF LEASE (this "Assignment") is made as of the 28st day of
May, 2004, between eTrack Solutions, Inc., a wholly owned subsidiary of
Manchester Technologies, Inc. a New York corporation with offices located at 160
Oser Avenue, Hauppauge, New York 11788 ("Assignor") and ePlus Technology, Inc.,,
a Virginia corporation with offices located at 400 Herndon Parkway, Herndon,
Virginia 20170 ("Assignee").

                                    Recitals

      WHEREAS, pursuant to an Agreement of Lease dated June 23, 1997 by and
between 469 Seventh Ave LLC, as Landlord, and Assignor, as tenant, (the
"Lease"), Landlord leased to Assignor that certain land building known as 1169
Pittsford-Victor Road, Suite 220, Pittsford, New York, (The "Premises"), said
premises being more particularly described in the Lease, a copy of which is
annexed hereto and made a part of as Exhibit A; and

      WHEREAS, Assignor desires to assign its interest in the Lease to the
Assignee, and the Assignee desires to accept the assignment thereof, upon the
following terms and conditions.

      NOW, THEREFORE, for and in consideration of the premises and other good
and valuable consideration the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:

      1. Effective as of May 27, 2004 (the "Effective Date"), or the date upon
which the Landlord consents hereto whichever is later, the Assignor hereby
assigns and transfers to the Assignee and its successors and assigns all of its
right, title and interest in and to the Lease hereinbefore described, including,
without limitation, Assignor's interest in the security deposit, if any,
delivered under such Lease (an Assignor shall take all necessary actions to
effectuate the transfer of such security deposit to Assignee). Assignee hereby
agrees to and does accept the assignment, and in addition, expressly assumes and
agrees to keep, perform, and fulfill all the terms, covenants, conditions and
obligations required to be kept, performed, and fulfilled by the Assignor as the
tenant under the Lease, arising thereunder from and after the Effective Date.

      2. General. This Assignment may not be changed or discharged orally, but
only by an agreement in writing signed by the party against whom enforcement of
any waiver, change, modification or discharge is sought. The covenants,
agreements, terms, provisions and conditions contained in this Assignment shall
be binding upon and shall inure to the benefit of the parties hereto and their
respective successors and assigns.

      3. Indemnity. Assignee does hereby agree to indemnify and save Assignor
harmless of


                                      -1-


and from all loss, cost, liability, damage and expense, including without
limitation reasonable counsel fees, arising from or connected with (a) its
failure or refusal to carry out any covenants and obligations hereunder and/or
under the Lease for which it is assuming, or (b) any claims made by Landlord or
with respect to the Premises. This indemnity shall be effective without regard
to Landlord's consent to the assignment.

      4. Governing Law. This Assignment and its interpretation and enforcement
shall be governed by the laws of the State of New York.

      5. Counterparts. This Assignment may be executed in counterparts, each of
which shall be deemed an original, and all of which when taken together shall
constitute one and the same instrument.

      6. Consent. This Assignment (but not the Indemnity herein) is expressly
subject to the consent of the Landlord under the Lease. Assignor and Assignee
shall use their best efforts to comply with the requirements of the Lease for
assignment and facilitate obtaining Landlord consent. Assignor and Assignee each
agree to provide Landlord with whatever is required by the Lease for consent.
Best efforts shall include suit, if necessary, however, Assignor shall have no
liability to Assignee in the event the consent is withheld nor shall Assignor be
obligated to pay any compensation, whether or not Landlord may properly charge
same as a condition to secure such consent.

      7. Assignee undertakes to secure a substitute Letter of Credit for the
Landlord's benefit in place and instead of any Letter of Credit provided by
Assignor.

      IN WITNESS WHEREOF, the parties hereto have executed this Assignment as of
the day and year first above written.

                                    ASSIGNOR:
                                    MANCHESTER TECHNOLOGIES, INC.


                                By:
                                    --------------------------------------------
                                    Name: Seth Collins
                                    Title:
                                           -------------------------------------


                                    e TRACK SOLUTIONS, INC.


                                By:
                                    --------------------------------------------
                                    Name: Seth Collins
                                    Title:
                                           -------------------------------------


                                      -2-


                                    ASSIGNEE:
                                    EPLUS TECHNOLOGY, INC.


                                By:
                                    --------------------------------------------
                                    Name:  Kley Parkhurst, Senior Vice President
                                    Title:
                                           -------------------------------------


Consented and Agreed to by:


- ---------------------------------


                                      -3-

EX-99.1

                                                                    EXHIBIT 99.1

CONTACT:  Elan Yaish
          Chief Financial Officer
          Telephone: (631) 951-7060
          Fax: (631) 951-7639
          Email: eyaish@mecnet.com

MANCHESTER TECHNOLOGIES SELLS ITS IT PRODUCTS AND SERVICES BUSINESS TO ePLUS

ePlus Purchases Certain Assets and Assumes Manchester Technologies' IT Product
and Services Activities

HAUPPAUGE, NY, May 28, 2004 - Manchester Technologies, Inc. (Nasdaq NM: MANC),
today announced that it has sold its IT fulfillment, professional services, and
enterprise software development and operations consulting businesses to ePlus,
inc. (Nasdaq NM: PLUS), a leading provider of Enterprise Cost Management, in an
all cash transaction. The transaction involves the sale to ePlus of the customer
list of these businesses and certain related equipment, the assumption by ePlus
of certain contracts and liabilities pertaining to these businesses, the hiring
by ePlus of a number of Manchester employees involved in the businesses, and an
option to purchase certain inventory of the businesses to be determined at a
subsequent date. The transaction does not include, and Manchester will be
retaining, the balance of the inventory and all of the accounts receivable of
these businesses. The other terms and the potential financial effect of the
transaction were not disclosed.

Barry R. Steinberg, Manchester's Chairman and CEO, said, "We are extremely
pleased with the agreement that we have reached with ePlus. The sale to ePlus of
our IT product and service business will enable us to focus our resources on our
Electrograph operations. Electrograph is a dominant player in the display
technology market, and we believe that this market will continue to grow in the
years to come. We thank our many IT customers for their years of loyalty to our
Company and we are confident that ePlus will provide them with the same high
level of service that they have come to expect from Manchester."

Phillip G. Norton, chairman, president and CEO of ePlus, "This acquisition gives
us an established presence in key new markets and adds valuable customer
relationships. At the same time, it gives us access to this customer base to
offer ePlus software and services as a solution for their electronic
procurement, content management and asset management needs."

About Manchester Technologies, Inc.

Manchester Technologies, Inc. is a single-source solutions provider specializing
in display technology, and, prior to the transactions referenced in this
release, hardware and software procurement, custom networking, security, IP
telephony, remote management, application development/e-commerce, storage,
enterprise and Internet solutions. Manchester offers a complete line of products
and peripherals for customers' display technology requirements. More information
about the Company can be obtained by visiting the Company's website located at
http://www.emanchester.com.




About ePlus, inc.

A leading provider of Enterprise Cost Management, ePlus provides a comprehensive
solution to reduce the costs of purchasing, owning, and financing goods and
services. ePlus Enterprise Cost Management (eECM) packages business process
outsourcing, eProcurement, asset management, product and catalog content
management, supplier enablement, strategic sourcing, financial services and
document access and collaboration into a single integrated solution, all based
on ePlus' leading business application software. Profitable since inception in
1990, the company is headquartered in Herndon, VA, and has more than 30
locations in the U.S. For more information, visit www.eplus.com, call
888-482-1122 or email info@eplus.com.

ePlus, ePlus Enterprise Cost Management, and/or other ePlus products referenced
herein are either registered trademarks or trademarks of ePlus inc. in the U.S.
and/or other countries. The names of actual companies and products mentioned
herein may be the trademarks of their respective owners.

"Safe Harbor" Statement under the Private Securities Litigation Reform Act of
1995: This press release includes information that may constitute
forward-looking statements within the meaning of the federal securities laws.
All statements other than statements of historical fact, including, without
limitation, those with respect to Manchester Technologies, Inc.'s objectives,
plans and strategies set forth herein and those preceded by or that include the
words "believes," "intends," "expects," "will," "plans," "anticipates," or
similar expressions, are forward-looking statements. These forward-looking
statements speak only as of the date of this press release. Manchester's actual
results may differ materially from the results discussed herein as a result of a
number of unknown factors, including, without limitation, there being no
assurance that Manchester will not be adversely affected by continued intense
competition in the display technology industry, continued deterioration in
average selling prices of display technologies, a decrease in the growth of the
display technology market, a lack of product availability, deterioration in
relationships with major manufacturers, a loss or decline in sales to any of its
major customers, or any of the other risks set forth in Manchester's Annual
Report on Form 10-K for the year ended July 31, 2003, and those set forth from
time to time in Manchester's other filings with the Securities and Exchange
Commission. Manchester assumes no obligation to update any of the information
referenced in this press release. These documents are available through the
Company, or through the Securities and Exchange Commission's Electronic Data
Gathering Analysis and Retrieval system (EDGAR) at www.sec.gov.