AMENDMENT #1 TO EMPLOYMENT AGREEMENT

AMENDMENT #1 TO EMPLOYMENT AGREEMENT

ePlus inc. (the “Company”), a Delaware corporation, and Xxxxxxx X. Xxxxxx (the “Executive”) (collectively, “the Parties”) have previously entered into an Employment Agreement (the “Agreement”), effective October 1, 2011.  The Parties hereby agree to this Amendment #1 (“Amendment #1”), to be effective August 1, 2012.

1.           Paragraph 2(b) of the Agreement shall be replaced in its entirety with the following:

(b)   “Employment Term” shall be the period from October 1, 2011, through and including July 31, 2014.

No other provision of the Agreement is affected by this Amendment #1.

	/s/ C. Xxxxxx Xxxxxxxx			/s/ Xxxxxxx X. Xxxxxx
	C. Xxxxxx Xxxxxxxx			Xxxxxxx X. Xxxxxx
	Lead Independent Director			Chief Executive Officer and President
	Date:	August 2, 2012		Date:	August 3, 2012