AMENDMENT # 1

AMENDMENT # 1

ePlus inc., a Delaware corporation, and Xxxxxx Xxxxxxxxx (the “Executive”)(collectively, “the Parties”) have previously entered into an Employment Agreement (“the Agreement”), effective September 1, 2008.  The Parties hereby agree to this Amendment # 1 (“Amendment # 1”).

Modification of Employment Term

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

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(b) “Employment Term” shall be the period from September 1, 2008 through and including October 31, 2009.

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

ePlus inc.          Executive

By: /s/ Philllip X. Xxxxxx		By: /s/ Xxxxxx Xxxxxxxxx
Xxxxxxx X. Xxxxxx		Xxxxxx Xxxxxxxxx
Chief Executive Officer		Senior Vice President
Date:  August 27, 2009		Date: August 27, 2009