ePlus Inc. ▼

<DESCRIPTION>ACQUISITION
<TEXT>
                      AGREEMENT AND PLAN OF REORGANIZATION

                                  BY AND AMONG

                         SOURCEONE COMPUTER CORPORATION,

                  ROBERT NASH, DONNA NASH, AND R. WESLEY JONES,

               THE SHAREHOLDERS OF SOURCEONE COMPUTER CORPORATION,

                                  EPLUS, INC.,

                                       AND

                             EPLUS TECHNOLOGY, INC.


            . . .

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                  AMENDMENT TO BUSINESS FINANCING AGREEMENT AND
                        AGREEMENT FOR WHOLESALE FINANCING

      This Amendment is made to (i) that certain  Business  Financing  Agreement
executed on the 31st day August, 2000, between ePlus Technology, inc. ("Dealer")
and GE Commercial  Distribution  Finance Corporation ("CDF"), as amended ("BFA")
and (ii) that certain  Agreement for Wholesale  Financing between Dealer and CDF
dated August 31, 2000, as  . . .

<TEXT>
                  AMENDMENT TO BUSINESS FINANCING AGREEMENT AND
                        AGREEMENT FOR WHOLESALE FINANCING

     This  Amendment is made to (i) that certain  Business  Financing  Agreement
executed on the 31st day August, 2000, between ePlus Technology, inc. ("Dealer")
and GE Commercial  Distribution  Finance Corporation ("CDF"), as amended ("BFA")
and (ii) that certain  Agreement for Wholesale  Financing between Dealer and CDF
dated August 31, 2000, as  . . .

<TEXT>

                  AMENDMENT TO BUSINESS FINANCING AGREEMENT AND
                        AGREEMENT FOR WHOLESALE FINANCING

      This Amendment is made to (i) that certain  Business  Financing  Agreement
executed on the 31st day August, 2000, between ePlus Technology, inc. ("Dealer")
and GE Commercial  Distribution  Finance Corporation ("CDF"), as amended ("BFA")
and (ii) that certain  Agreement for Wholesale  Financing between Dealer and CDF
dated August 31, 2000, as  . . .

<TEXT>
                  AMENDMENT TO BUSINESS FINANCING AGREEMENT AND
                        AGREEMENT FOR WHOLESALE FINANCING

This Amendment is made to (i) that certain Business Financing Agreement executed
on the 31st day August,  2000, between ePlus Technology,  inc. ("Dealer") and GE
Commercial Distribution Finance Corporation ("CDF"), as amended ("BFA") and (ii)
that certain  Agreement for  Wholesale  Financing  between  Dealer and CDF dated
August 31, 2000, as amended ( . . .

<TEXT>

                  AMENDMENT TO BUSINESS FINANCING AGREEMENT AND
                        AGREEMENT FOR WHOLESALE FINANCING

      This Amendment is made to (i) that certain  Business  Financing  Agreement
executed on the 31st day August, 2000, between ePlus Technology, inc. ("Dealer")
and GE Commercial  Distribution  Finance Corporation ("CDF"), as amended ("BFA")
and (ii) that certain  Agreement for Wholesale  Financing between Dealer and CDF
dated August 31, 2000, as  . . .