AMENDMENT TO COLLATERALIZED GUARANTY
This Amendment to Collateralized Guaranty is made to that certain
Collateralized Guaranty entered into by and between ePlus Group, inc.
("Guarantor") and GE Commercial Distribution Finance Corporation ("CDF") on
March 30, 2004, as amended ("Agreement").
FOR VALUE RECEIVED, Guarantor and CDF agree to amend paragraph 6 of the
Agreement to provide as follows:
"6. Security Interest. To secure payment of all Liabilities and all of
Guarantor's current and future debts to CDF, whether under this
Guaranty or any current or future guaranty or other agreement,
Guarantor grants CDF a security interest in all CDF-Financed
inventory, whether now owned or hereafter acquired, all accounts,
chattel paper, rental or lease payments and other amounts which are
due or to become due to Guarantor arising from the sale or lease of
CDF-Financed inventory; all judgments, claims, insurance policies and
payments owed or made to Guarantor thereon; all rights powers, and
remedies (but none of the duties or obligations, if any) of Guarantor
in connection therewith; and all proceeds of any of the foregoing
(collectively "Collateral"). CDF's security interest shall extend to
each item of CDF-Financed Inventory until such time as Dealer has been
paid in full for such item of CDF-Financed Inventory. All of such
terms for which meanings are provided in the Uniform Commercial Code
of the applicable state, as the same may be amended, are used herein
with such meanings. "
Guarantor waives notice of CDF's acceptance of this Amendment.
All other terms as they appear in the Agreement, to the extent not
inconsistent with the foregoing, are ratified and remain unchanged and in full
force and effect.
IN WITNESS WHEREOF, Guarantor and CDF have executed this Amendment to
Collateralized Guaranty this 14th day of November, 2005.
ATTEST: ePlus Group, inc.
/s/ XXXXX XXXXXXXX By:/s/ XXXXX XXXXXXXXX
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Xxxxx Xxxxxxxx, Secretary Xxxxx Xxxxxxxxx
Chief Financial Officer
GE COMMERCIAL DISTRIBUTION FINANCE
CORPORATION
By:/s/ XXXXX X. X'XXXX
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Xxxxx X. X'Xxxx
Director of Operations
