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                     INFORMATION REQUIRED IN PROXY STATEMENT
                            SCHEDULE 14A INFORMATION

           Proxy Statement Pursuant to Section 14(a) of the Securities
                    Exchange Act of 1934 (Amendment No. ___)

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   |X|    Definitive proxy statement             Commission only (as permitted
   |_|    Definitive additional materials        by Rule 14a-6(e)(2))
   |_|    Soliciting material under Rule 14a-12

                                   ePlus inc.

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                               400 Herndon Parkway
                             Herndon, Virginia 20170



August 5, 2003


Dear Stockholder:

You are cordially  invited to attend the annual meeting of stockholders of ePlus
inc. on September  18, 2003.  The annual  meeting will begin at 8:00 a.m.  local
time at the Courtyard Marriott, 533 Herndon Parkway, Herndon, Virginia 20170.

The  formal  notice  of the  meeting  follows  on the next  page.  In  addition,
information  regarding  each of the  matters you will be asked to vote on at the
annual meeting is contained in the attached proxy statement. We urge you to read
the proxy statement  carefully.  We first began mailing these proxy materials on
or about August 5, 2003 to all  stockholders  of record at the close of business
on July 21, 2003.  This  mailing  includes  the proxy  statement,  proxy card, a
return envelope, and the ePlus 2003 annual report.

It is important that you vote at the annual meeting.  Whether or not you plan to
attend in person,  we urge you to complete,  date,  and sign the enclosed  proxy
card and return it as promptly as possible in the accompanying  envelope. If you
are a  stockholder  of record  and do attend the  meeting  and wish to vote your
shares in person, even after returning your proxy, you may still do so.

We look forward to seeing you in Herndon, Virginia on September 18, 2003.

                                              Very truly yours,


                                              /s/ Phillip G. Norton
                                              ----------------------------
                                              Phillip G. Norton, President






                    ----------------------------------------
                    NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
                          to be held September 18, 2003
                    ----------------------------------------


To the Stockholders of ePlus inc.:

The annual meeting of stockholders of ePlus inc., a Delaware  corporation,  will
be held on September 18, 2003, at the Courtyard  Marriott,  533 Herndon Parkway,
Herndon, Virginia 20170, at 8:00 a.m. local time for the purposes stated below:

          1.   To elect  two  Class I  Directors,  each to serve a term of three
               years and until  their  successors  have  been duly  elected  and
               qualified.

          2.   To  ratify  the  appointment  of  Deloitte  &  Touche  LLP as our
               independent auditors for our fiscal year ending March 31, 2004.

          3.   To approve and adopt an amendment  to the ePlus inc.  Certificate
               of  Incorporation  to  decrease  the  number  of  shares  of  our
               authorized stock from 52 million shares (consisting of 50 million
               shares of common stock,  par value $0.01 per share, and 2 million
               preferred shares, par value $0.01 per share) to 27 million shares
               (consisting of 25 million shares of common stock, par value $0.01
               per share, and 2 million  preferred  shares,  par value $0.01 per
               share).

          4.   To approve an  amendment  to the ePlus inc.  Amended and Restated
               1998 Long-Term Incentive Plan, which sets the number of shares of
               common stock available for awards under the plan at 3,000,000.

          5.   To transact  such other  business as may properly come before the
               annual meeting.

Under the  provisions of our Bylaws,  and in  accordance  with Delaware law, the
Board of  Directors  has  fixed the close of  business  on July 21,  2003 as the
record  date for  stockholders  entitled  to notice of and to vote at the annual
meeting.

Whether or not you expect to be present at the meeting, please date and sign the
enclosed  proxy card and mail it promptly in the  enclosed  envelope to NATIONAL
CITY BANK, Corporate Trust Operations,  Post Office Box 92301,  Cleveland,  Ohio
44193-0900.

                                         ePlus inc.


                                         /s/ Erica S. Stoecker
                                         ------------------------------------
August 5, 2003                           Erica S. Stoecker
                                         Corporate Secretary





                                TABLE OF CONTENTS

                                                                          Page
                                                                          ----
Information about ePlus inc................................................1

Information about the Annual Meeting.......................................1

Information about this Proxy Statement.....................................2

Information about Voting...................................................2

Quorum Requirements........................................................3

Voting Requirements........................................................3

Dissenters' Rights of Appraisal............................................4

Voting Securities, Principal Holders thereof, and Management...............5

Directors and Executive Officers...........................................6

Compensation of Directors and Executive Officers......................... .14

Performance Graph..........................................................19

Certain Transactions.......................................................20

Proposal 1:  Election of Class I Directors.................................22

Proposal 2:  Ratification of Appointment of Deloitte & Touche LLP as
             Independent Auditors..........................................22

Proposal 3:  Amendment to the ePlus inc. Certificate of Incorporation......23

Proposal 4:  Amendment to the ePlus inc. Amended and Restated Long-Term
             Incentive Plan................................................24

Other Proposed Action......................................................31

Stockholder Proposals and Submissions......................................32

Appendix A:  Proposed Amendment to the Certificate of Incorporation........A-1

Appendix B:  The ePlus inc. Amended and Restated 1998 Long-Term
             Incentive Plan................................................B-1


                                      -i-



                          INFORMATION ABOUT EPLUS INC.

ePlus inc. has been in the business of selling, leasing, financing, and managing
information technology and other assets for over 12 years. We have developed our
Enterprise  Cost  Management  model  through   development  and  acquisition  of
software,  products, and business process services over the past five years. The
address of our  principal  executive  office is 400  Herndon  Parkway,  Herndon,
Virginia 20170 and our telephone  number at that address is (703) 834-5710.  Our
website is located  at  www.eplus.com.  The  information  on our  website is not
incorporated into this proxy statement.


                      INFORMATION ABOUT THE ANNUAL MEETING

Our annual meeting will be held on September 18, 2003 at 8:00 a.m. local time at
the Courtyard Marriott, 533 Herndon Parkway, Herndon, Virginia 20170.

The annual  meeting has been called to consider and take action on the following
proposals:

     1.   To elect two Class I  Directors,  each to serve a term of three  years
          and until their successors have been duly elected and qualified.

     2.   To ratify the  appointment of Deloitte & Touche LLP as our independent
          auditors for our fiscal year ending March 31, 2004.

     3.   To approve and adopt an  amendment  to the ePlus inc.  Certificate  of
          Incorporation to decrease the number of shares of our authorized stock
          from 52 million  shares  (consisting  of 50  million  shares of common
          stock, par value $0.01 per share, and 2 million preferred shares,  par
          value $0.01 per share) to 27 million shares  (consisting of 25 million
          shares  of common  stock,  par value  $0.01 per  share,  and 2 million
          preferred shares, par value $0.01 per share).

     4.   To approve an  amendment to the ePlus inc.  Amended and Restated  1998
          Long-Term  Incentive  Plan,  which sets the number of shares of common
          stock available for awards under the plan at 3,000,000.

     5.   To transact such other business as may properly come before the annual
          meeting.

Our Board of Directors, or in the case of proposal 2, the Audit Committee of our
Board  of  Directors,  has  unanimously  approved  each  of  the  proposals  and
recommends  that  you vote in favor of each of the  proposals.  All  holders  of
record of our common stock at the close of business on July 21, 2003, the record
date, will be entitled to vote at the annual meeting.


                                      -1-




                     INFORMATION ABOUT THIS PROXY STATEMENT

We have sent you this proxy  statement  because  ePlus'  Board of  Directors  is
soliciting your proxy to vote at the annual  meeting.  ePlus is bearing the cost
of this  proxy  solicitation.  If you own  ePlus  common  stock in more than one
account, such as individually and also jointly with your spouse, you may receive
more than one set of these proxy materials.  To assist us in saving money and to
provide you with better  stockholder  services,  we encourage you to have all of
your  accounts  registered  in the  same  name and  address.  You may do this by
contacting our transfer  agent,  National City Bank,  Victor  LaTessa,  at (216)
222-3579.  This proxy  statement  contains  information  that we are required to
provide to you under the rules of the Securities and Exchange  Commission and is
designed to assist you in voting your  shares.  On or about  August 5, 2003,  we
began mailing these proxy  materials to all  stockholders of record at the close
of business on July 21, 2003.


                            INFORMATION ABOUT VOTING

Stockholders  can vote in person at the annual  meeting or by proxy.  To vote by
proxy, please mail the enclosed proxy card in the enclosed envelope. Please sign
and date your proxy card before mailing.

Each  share  of  ePlus  common  stock is  entitled  to one  vote on all  matters
presented at the annual meeting.  If your shares are held in the name of a bank,
broker, or other holder of record, you will receive instructions from the holder
of record  that you must  follow in order for your  shares to be voted.  If your
shares  are not  registered  in your own name and you plan to attend  the annual
meeting and vote your shares in person,  you should contact your broker or agent
in whose name your  shares are  registered  to obtain a broker's  proxy card and
bring it to the  annual  meeting  in order to vote.  If you vote by  proxy,  the
individuals  named on the card (your proxy holders) will vote your shares in the
manner you  indicate.  You may specify  whether your shares  should be voted for
none,  one or both of the  nominees  for director and for or against each of the
other  proposals.  If you  sign and  return  the card  without  indicating  your
instructions, your shares will be voted for:

     o    the election of both the Class I nominees for director;

     o    the  ratification  of the  appointment of Deloitte & Touche LLP as our
          independent auditors for the fiscal year ending March 31, 2004;

     o    the  approval of the proposal to amend the ePlus  Certificate
          of  Incorporation  to decrease the number of shares of our  authorized
          stock  from 52 million  shares  (consisting  of 50  million  shares of
          common  stock,  par value  $0.01 per  share,  and 2 million  preferred
          shares, par value $0.01 per share) to 27 million shares (consisting of
          25 million  shares of common  stock,  par value  $0.01 per share and 2
          million preferred shares, par value $0.01 per share); and

                                      -2-




     o    the approval of an  amendment  to the ePlus inc.  Amended and Restated
          1998  Long-Term  Incentive  Plan,  which  sets the number of shares of
          common stock available for awards under the plan at 3,000,000.

You may revoke or change  your proxy at any time before it is voted by sending a
written  notice of your  revocation  to  ePlus'  Corporate  Secretary,  Erica S.
Stoecker at ePlus' principal executive office.


                               QUORUM REQUIREMENTS

As of July 21, 2003,  the record date for this  solicitation  of proxies,  there
were 9,475,901 shares of common stock outstanding,  each of which is entitled to
one vote.  The  holders  of record of a majority  of the shares of common  stock
entitled to vote at the meeting, present in person, or by proxy, will constitute
a  quorum  for  the  transaction  of  business  at  the  annual  meeting  or any
adjournment  thereof.  If a quorum is not  present,  the annual  meeting  may be
adjourned until a quorum is obtained.


                               VOTING REQUIREMENTS

Proposal 1:  Election of Class I Directors

To be elected as a Class I  Director,  a nominee  must be one of the two persons
receiving the greatest number of affirmative votes cast at the meeting for Class
I Directors.

Proposal 2:  Ratification of Appointment of Deloitte & Touche LLP as Independent
Auditors

To be approved,  Proposal 2 requires the  affirmative  vote of the holders of at
least a majority of the shares  present in person or represented by proxy at the
meeting and entitled to vote on the proposal.

Proposal 3:  Amendment to the ePlus inc. Certificate of Incorporation

To be  approved,  Proposal 3 requires the  affirmative  vote of the holders of a
majority of the shares of common stock  outstanding  and entitled to vote on the
proposal.

Proposal 4: Amendment to the ePlus inc Amended and Restated Long-Term  Incentive
Plan

To be approved,  Proposal 4 requires the  affirmative  vote of the holders of at
least a majority of the shares  present in person or represented by proxy at the
meeting and entitled to vote on the proposal.


                                   -3-



Effect of Abstentions and Broker Non-Votes

Abstentions  and  broker  non-votes  will be  counted  only for the  purpose  of
determining the existence of a quorum, but will not be counted as an affirmative
vote for the  purposes  of  determining  whether a proposal  has been  approved.
Therefore,  an abstention  or a broker  non-vote will not have any effect on the
votes for proposal 1 but will have the effect as a vote against  proposals 2, 3,
and 4.

All proxies  received will be voted in accordance with the choices  specified on
such  proxies.  Proxies  will be voted in favor  of a  proposal  if no  contrary
specification  is  made.  All  valid  proxies  obtained  will  be  voted  at the
discretion of the Board of Directors with respect to any other business that may
come before the annual meeting.

We may solicit proxies by use of the mails, in person, by telephone,  e-mail, or
other electronic communications.  We will bear the cost of soliciting proxies in
the  accompanying  form. We may reimburse  brokerage  firms and others for their
expenses in forwarding  proxy materials to the beneficial  owners and soliciting
them to execute the proxies.


                         DISSENTERS' RIGHTS OF APPRAISAL

The Board of  Directors  does not  propose  any action for which the laws of the
state of Delaware,  or the Certificate of  Incorporation,  Bylaws,  or corporate
resolutions  of ePlus  provide a right of a  stockholder  to dissent  and obtain
payment for shares.














                                      -4-


          VOTING SECURITIES, PRINCIPAL HOLDERS THEREOF, AND MANAGEMENT

Except as set forth below, the following table sets forth certain information as
of July 15, 2003,  with respect to: (1) each executive  officer,  director,  and
director nominee;  (2) all executive officers and directors of ePlus as a group;
and (3) all persons known by ePlus to be the beneficial owners of more than five
percent of our common stock.


                                                                            Number of
                                                                              Shares           Percentage
                                                                           Beneficially         of Shares
                      Name of Beneficial Owner(1)                            Owned (2)         Outstanding
                      ---------------------------                            ---------         -----------
                                                                                            
Phillip G. Norton (3)..................................................      2,346,000            24.0%
Bruce M. and Elizabeth D. Bowen (4)....................................        825,000             8.6
Steven J. Mencarini (5)................................................         95,600             1.0
Kleyton L. Parkhurst (6)...............................................        229,000             2.4
C. Thomas Faulders, III (7)............................................         43,507             *
Terrence O'Donnell (8).................................................         60,000             *
Lawrence S. Herman.....................................................          7,500             *
All directors and named executive officers as a group (8 Individuals)..      3,606,607            34.9
Eric D. Hovde (9)......................................................        711,492             7.5
Putnam Investments LLC (10)............................................      1,235,191            13.1
----------
*   less than 1%

(1)  The  business  address  of Messrs.  Norton,  Bowen,  Mencarini,  Parkhurst,
     Faulders,  O'Donnell, and Herman is 400 Herndon Parkway, Herndon, Virginia,
     20170.  The business  address of Mr.  Hovde is 1826  Jefferson  Place,  NW,
     Washington, DC 20036. The business address of Putnam Investments LLC is One
     Post Office Square, Boston, Massachusetts 02109.

(2)  Unless  otherwise  indicated  and subject to community  property laws where
     applicable,  each of the  stockholders  named in this table has sole voting
     and investment power with respect to the shares shown as beneficially owned
     by such  stockholder.  A person  is deemed  to be the  beneficial  owner of
     securities that can be acquired by such person within 60 days from July 15,
     2003,  upon  exercise  of  options or  warrants.  Each  beneficial  owner's
     percentage  ownership is  determined  by assuming  that options or warrants
     that are held by such  person  (but not by any other  person)  and that are
     exercisable  within 60 days from July 15, 2003,  have been  exercised.  The
     ownership  amounts reported for persons who we know own more than 5% of our
     common stock are based on the  Schedules  13D and 13G filed with the SEC by
     such  persons,  unless  we have  reason  to  believe  that the  information
     contained in those filings is not complete or accurate.

(3)  Includes 2,040,000 shares held by J.A.P. Investment Group, L.P., a Virginia
     limited partnership,  of which J.A.P., Inc., a Virginia corporation, is the
     sole general  partner.  The limited partners are:  Patricia A. Norton,  the
     spouse of Mr.  Norton,  trustee for the benefit of Phillip G. Norton,  Jr.,
     u/a  dated as of July 20,  1983;  Patricia  A.  Norton,  the  spouse of Mr.
     Norton,  trustee for the benefit of Andrew L. Norton,  u/a dated as of July
     20,  1983;  Patricia  A.  Norton,  trustee  for the  benefit of Jeremiah O.
     Norton, u/a dated as of July 20, 1983; and Patricia A. Norton.  Patricia A.
     Norton is the sole stockholder of J.A.P., Inc. Also includes 305,000 shares
     of common stock issuable to Mr. Norton under options.

(4)  Includes  520,000  shares  held by Mr.  and Mrs.  Bowen,  as tenants by the
     entirety, and 160,000 shares held by Bowen Holdings LLC, a Virginia limited
     liability  company,  composed of Mr. Bowen and three minor children of whom
     Mr.  Bowen is legal  guardian  and for which  shares  Mr.  Bowen  serves as
     manager. Also includes 145,000 shares of common stock issuable to Mr. Bowen
     under options.

(5)  Includes  95,600  shares of common stock  issuable to Mr.  Mencarini  under
     options.

(6)  Includes  216,000  shares of common stock issuable to Mr.  Parkhurst  under
     options.
                                    -5-


(7)  Includes  43,507  shares of common  stock  issuable to Mr.  Faulders  under
     options.

(8)  Includes  60,000  shares of common stock  issuable to Mr.  O'Donnell  under
     options.

(9)  Of the 711,492 shares  beneficially owned by Eric D. Hovde,  386,800 of the
     shares, beneficially owned are as managing member of Hovde Capital, L.L.C.,
     the General Partner to Financial  Institution Partners II, L.P., the direct
     owner;  30,000 of the shares  beneficially  owned are as managing member of
     Hovde Acquisition II, L.L.C.,  19,000 of the shares  beneficially owned are
     as trustee for Hovde Financial,  Inc. Profit Sharing Plan and Trust; 17,000
     of the shares  beneficially  owned are as trustee for The Eric D. Hovde and
     Steven D. Hovde  Foundation;  32,824 of the shares  beneficially  owned are
     held  directly;  and  225,868  of  the  shares  beneficially  owned  are as
     President,  CEO and  Managing  Member of Hovde  Capital  Advisors  LLC, the
     Investment Manager to Financial  Institution  Partners III, L.P., Financial
     Institution  Partners,  L.P.,  Financial  Institution  Partners,  Ltd., and
     Financial   Institution   Partners  IV,  L.P.,  the  direct  owners.   This
     information  was obtained from Form 13D/A filed by Hovde  Capital  Advisors
     LLC,  Financial  Institution  Partners  III,  L.P.,  Financial  Institution
     Partners, L.P., Financial Institution Partners, Ltd., Eric D. Hovde, Steven
     D. Hovde,  Financial Institution Partners II, L.P., Hovde Capital,  L.L.C.,
     Hovde  Acquisition  II,  L.L.C.,  The Eric D.  Hovde and  Steven  D.  Hovde
     Foundation,  Hovde  Financial,  Inc.  Profit  Sharing  Plan and Trust,  and
     Financial Institution Partners IV, L.P., effective June 30, 2003.

(10) Includes  shares  held by the  series of funds of  Putnam  to which  Putnam
     Investments LLC is investment adviser.


                        DIRECTORS AND EXECUTIVE OFFICERS

The  following  table sets forth the name,  age, and position with ePlus inc. of
each person who is an executive officer or director.


                Name                   Age                               Position                               Class
-----------------------------------    ---     -------------------------------------------------------------    -----
                                                                                                         
Phillip G. Norton......................59      Chairman of the Board, President, and Chief Executive Officer      III
Bruce M. Bowen.........................51      Director and Executive Vice President                              III
Steven J. Mencarini....................48      Senior Vice President and Chief Financial Officer
Kleyton L. Parkhurst...................40      Senior Vice President, Assistant Secretary, and Treasurer
Terrence O'Donnell.....................59      Director                                                           II
C. Thomas Faulders, III................53      Director                                                           I
Lawrence S. Herman.....................59      Director                                                           I

The name and business experience during the past five years of each director and
executive officer of ePlus are described below.

Phillip  G.  Norton  joined us in March  1993 and has  served  since then as our
Chairman of the Board and Chief  Executive  Officer.  Since  September 1996, Mr.
Norton has also served as our  President.  Mr.  Norton is a 1966 graduate of the
U.S. Naval Academy.

Bruce M. Bowen  founded  our company in 1990 and served as our  President  until
September 1996. Since September 1996, Mr. Bowen has served as our Executive Vice
President,  and from  September  1996 to June  1997  also  served  as our  Chief
Financial  Officer.  Mr.  Bowen has served on our Board of  Directors  since our
founding.  He is a 1973  graduate  of the  University  of  Maryland  and in 1978
received a Masters of Business Administration from the University of Maryland.

                                      -6-



Steven J. Mencarini joined us in June of 1997 as Senior Vice President and Chief
Financial  Officer.  Prior to joining us, Mr.  Mencarini  was  Controller of the
Technology  Management  Group  of  Computer  Sciences  Corporation,  one  of the
nation's three largest information  technology  outsourcing  organizations.  Mr.
Mencarini  joined Computer  Sciences  Corporation in 1991 as Director of Finance
and was promoted to Controller in 1996. Mr.  Mencarini is a 1976 graduate of the
University  of  Maryland  and  received  a Masters  of  Taxation  from  American
University in 1985.

Kleyton L. Parkhurst  joined us in May 1991 as Director of Finance and served as
our Secretary and Treasurer  from  September 1996 until  September  2001.  Since
September  2001  Mr.  Parkhurst  has  served  as  our  Assistant  Secretary  and
Treasurer.  In July 1998,  Mr.  Parkhurst  was made  Senior Vice  President  for
Corporate  Development.  Mr.  Parkhurst is currently  responsible for all of our
mergers and acquisitions,  investor relations,  marketing, and the ePlus Group's
finance department. Mr. Parkhurst is a 1985 graduate of Middlebury College.

Terrence  O'Donnell  joined our Board of  Directors  in  November  1996 upon the
completion of our initial public  offering.  Mr. O'Donnell is a partner with the
law firm of Williams & Connolly  LLP in  Washington,  D.C.  and  Executive  Vice
President and General Counsel of Textron,  Inc. Mr.  O'Donnell has practiced law
since 1977,  and from 1989  through  1992 served as General  Counsel to the U.S.
Department of Defense. Mr. O'Donnell presently also serves as a director of IGI,
Inc., an American Stock Exchange  company.  Mr.  O'Donnell is a 1966 graduate of
the  U.S.  Air  Force  Academy  and  received  a Juris  Doctor  from  Georgetown
University Law Center in 1971.

C. Thomas Faulders, III joined our Board of Directors in July 1998. Mr. Faulders
is the Chairman,  President,  and Chief Executive Officer of LCC  International,
Inc. From July 1998 to December  1999,  Mr.  Faulders  served as Chairman of the
Board of Telesciences, Inc., an information services company. From 1995 to 1998,
Mr.  Faulders was  Executive  Vice  President,  Treasurer,  and Chief  Financial
Officer of BDM International, Inc., a prominent systems integration company. Mr.
Faulders  is a member  of the  Board  of  Directors  of  United  Defense,  Inc.,
Universal Technology and Systems,  Inc., and Sentori, Inc. He is a 1971 graduate
of the  University  of  Virginia  and in 1981  received  a Masters  of  Business
Administration  from the Wharton School of the University of  Pennsylvania.  Mr.
Faulders has been nominated by the Board of Directors for re-election as a Class
I Director at the 2003 annual meeting of stockholders.

Lawrence S. Herman  joined our Board of Directors in March 2001.  Mr.  Herman is
one of  BearingPoint's  most senior  Managing  Directors and is responsible  for
managing national alliances with e-government and enterprise  software companies
in the company's state and local  government  practice.  During his career,  Mr.
Herman has specialized in developing, evaluating, and implementing financial and
management  systems and  strategies for state and local  governments  around the
nation. Mr. Herman has been with BearingPoint for over thirty-five years. He has
directed  a  statewide  performance  audit of  North  Carolina,  resulting  in a
strategic fiscal plan. He further directed similar  statewide fiscal  strategies
for the Commonwealth of Kentucky, the State of Louisiana, the State of Oklahoma,
and the District of Columbia. Mr. Herman received his B.S. degree in Mathematics
and  Economics  from  Tufts  University  in 1965  and his  Masters  of  Business
Administration  in 1967  from  Harvard  Business  School.  Mr.  Herman  has been
nominated by the Board of Directors for re-election as a Class I Director at the
2003 annual meeting of stockholders.

                                      -7-




Each  executive  officer of ePlus is chosen by the Board of Directors  and holds
his or her office  until his or her  successor  shall have been duly  chosen and
qualified  or until  his or her  death or until  he or she  shall  resign  or be
removed as provided by the Bylaws.

Section 16(a) Beneficial Ownership Reporting Compliance

Section  16(a) of the  Securities  Exchange  Act of 1934,  as amended,  requires
ePlus'  officers,  directors,  and  persons  who own more than ten  percent of a
registered class of ePlus' equity  securities,  to file reports of ownership and
changes in  ownership  of equity  securities  of ePlus  with the SEC.  Officers,
directors,  and  greater-than-ten-percent   stockholders  are  required  by  SEC
regulations  to furnish  ePlus with copies of all Section  16(a) forms that they
file.

Based  solely upon a review of Forms 3, Forms 4, and Forms 5 furnished  to ePlus
pursuant to Rule 16a-3 under the  Exchange  Act,  ePlus  believes  that all such
forms  required to be filed  pursuant to Section  16(a) of the Exchange Act were
timely filed, as necessary,  by the officers,  directors,  and security  holders
required to file such forms.

The Board of Directors

ePlus' Bylaws, as amended on July 15, 2003, provide that the number of directors
of ePlus  shall be five,  until  this  number is amended  by a  resolution  duly
adopted  by the Board of  Directors  or the  stockholders  (subject  to  certain
provisions  of the Bylaws  relating to the  entitlement  of holders of preferred
stock to elect directors). Our Board of Directors is divided into three classes:
Class I, comprised of two directors;  Class II,  comprised of one director;  and
Class III, comprised of two directors. Our director, Thomas L. Hewitt, who was a
Class II director resigned from the Board of Directors  effective June 16, 2003,
such  resignation  was not as a  result  of any  disagreement  with  management.
Subject to the provisions of the Bylaws, at each annual meeting of stockholders,
the  successors to the class of directors  whose term is then expiring  shall be
elected  to hold  office  for a term  expiring  at the third  succeeding  annual
meeting of stockholders.  Messrs. Faulders and Herman, our Class I directors are
standing for re-election at the 2003 annual meeting.  Each director holds office
until his or her  successor  has been duly elected and  qualified or until he or
she has  resigned or been  removed in the manner  provided  in the  Bylaws.  The
members of the three classes of directors are as follows:

     o    Class I

              C. Thomas Faulders, III
              Lawrence S. Herman

     o    Class II

              Terrence O'Donnell

     o    Class III

              Phillip G. Norton
              Bruce M. Bowen

                                      -8-




The Class II  Director  will  stand for  re-election  at the  annual  meeting of
stockholders  in 2004. The Class III Directors will stand for re-election at the
annual  meeting of  stockholders  in 2005.  The  classification  of the Board of
Directors,  with staggered  terms of office,  was implemented for the purpose of
maintaining continuity of management and of the Board of Directors.

There are no material  proceedings to which any director,  executive officer, or
affiliate  of  ePlus,  any owner of  record  or  beneficially  of more than five
percent of any class of voting securities of ePlus, or any associate of any such
director,  executive officer,  affiliate of ePlus, or security holder is a party
adverse to ePlus or any of its  subsidiaries or has a material  interest adverse
to ePlus or any of its subsidiaries.

Director Compensation

Directors  who  are  also  employees  of  ePlus  do not  currently  receive  any
compensation  for  service as members of the Board of  Directors.  Each  outside
director  receives  an annual  grant of 10,000  stock  options and $500 for each
committee  meeting.  All directors  will be reimbursed  for their  out-of-pocket
expenses incurred to attend board or committee meetings.

Meetings and Committees of the Board of Directors

The Board of  Directors  met four times  during the fiscal  year ended March 31,
2003.  In  addition  to meetings  of the full  Board,  directors  also  attended
meetings of Board Committees.  No incumbent  director attended fewer than 75% of
the total number of meetings  held by the Board of Directors and the meetings of
any  committee on which the  director  served.  The Board of  Directors  has the
following committees: the Audit Committee, the Compensation Committee, the Stock
Incentive Committee, and the Nominating and Corporate Governance Committee.

Audit Committee

General.  The Audit  Committee  of the Board of  Directors  is  responsible  for
selecting ePlus'  independent public  accountants,  monitoring and reviewing the
quality  and  activities  of  ePlus'  internal  and  external  audit  functions,
monitoring the adequacy of ePlus' operating and internal controls as reported by
management and the external or internal auditors,  and reviewing ePlus' periodic
reports that are filed with the Securities and Exchange Commission.  The members
of the Audit Committee are Terrence  O'Donnell  (Chairman),  C. Thomas Faulders,
III, and Lawrence S. Herman.  During the fiscal year ended March 31, 2003,  five
meetings of the Audit Committee were held.

Audit Committee  Report.  The Audit Committee is composed of three directors who
are  independent  as  defined  under the rules of the  National  Association  of
Securities  Dealers.  The committee operates under a written charter approved by
the Board of  Directors,  which  was  included  as  Appendix  A to ePlus'  proxy
statement for the 2001 annual meeting of stockholders.

The committee reviews ePlus' financial  reporting process on behalf of the Board
of Directors. In fulfilling its responsibilities, the committee has reviewed and


                                      -9-




discussed  the audited  financial  statements  contained in our Annual Report on
Form 10-K for the year ended March 31, 2003 with ePlus'  management.  Management
is responsible for our financial statements and the financial reporting process,
including  internal  controls.  The independent  accountants are responsible for
expressing an opinion on the  conformity of those audited  financial  statements
with accounting principles generally accepted in the United States of America.

The Audit Committee has discussed with the  independent  accountants the matters
required  to  be  discussed  by   Statement  on  Auditing   Standards   No.  61,
Communication  with Audit  Committees,  as amended.  The committee has discussed
with the independent accountant the accountants' independence from ePlus and its
management  including  the  matters in the written  disclosures  provided to the
committee  as  required  by   Independence   Standards  Board  Standard  No.  1,
Independence   Discussions  with  Audit  Committees.   The  committee  has  also
considered  whether the  provision  of  non-audit  services  by the  independent
accountants to ePlus is compatible with maintaining auditors' independence.

Based  on  the  reviews  and  discussions   referred  to  above,  the  committee
recommended to the Board of Directors, and the Board of Directors approved, that
the audited  financial  statements be included in our Annual Report on Form 10-K
for the year ended March 31, 2003,  for filing with the  Securities and Exchange
Commission.


                                          By The Audit Committee

                                          Terrence O'Donnell (Chairman)
                                          C. Thomas Faulders, III
                                          Lawrence S. Herman






                                      -10-





Compensation Committee

General. The Compensation Committee of the Board of Directors is responsible for
reviewing the salaries, benefits, and other compensation,  including stock-based
compensation,  of Mr. Norton and Mr. Bowen,  and making  recommendations  to the
Board  of  Directors  based  on its  review.  The  members  of the  Compensation
Committee  during the fiscal year ended March 31, 2003 were C. Thomas  Faulders,
III  (Chairman),  Terrence  O'Donnell,  and Thomas L.  Hewitt,  all of whom were
independent  directors.  Mr. Norton and Mr. Bowen, as directors,  do not vote on
any matters affecting their personal compensation.  Following the resignation of
Mr. Hewitt from the ePlus Board of Directors, Lawrence S. Herman became a member
of the  Compensation  Committee,  replacing  Mr.  Hewitt.  Mr. Herman is also an
independent director. Mr. Bowen and Mr. Norton are responsible for reviewing and
establishing salaries,  benefits, and other compensation,  excluding stock-based
compensation, for all other employees.

Compensation  arrangements  during  our 2003  fiscal  year  were  determined  in
accordance  with  the  executive   compensation  policy  set  forth  below.  The
Compensation  Committee considers compensation paid to our executive officers to
be deductible for purposes of Section 162(m) of the Internal Revenue Code.

Compensation  Committee  Report.  The  Compensation  Committee  of the  Board of
Directors has prepared the following  report on our policies with respect to the
compensation of executive officers for the fiscal year ended March 31, 2003. The
compensation  programs of ePlus are designed to align compensation with business
objectives and performance,  and to enable ePlus to attract,  retain, and reward
executives who contribute to the long-term success of ePlus.

The  Compensation  Committee  believes  that  executive  pay should be linked to
performance.  Therefore,  ePlus provides an executive compensation program which
includes three principal  elements:  (1) base pay, (2) potential cash bonus, and
(3) long-term incentive opportunities through the use of stock options.

Criteria for Determination of Executive Compensation. In determining each of the
principal  elements  of each  executive's  compensation,  as well as the overall
compensation  package  thereof,  the  following  criteria are  considered by the
persons  responsible for  recommending or approving such  compensation:  (1) the
compensation  awarded to executives with comparable titles and  responsibilities
to those of such  executive  by  companies  in our  industry  (or, to the extent
information  is not  available,  in comparable  industries)  whose  revenues and
earnings are comparable to those of ePlus,  as reported by reliable  independent
sources;  (2) the results of  operations  of ePlus  during the past year,  on an
absolute basis and compared with ePlus'  targeted  results for such year as well
as with the  results  of the  comparable  companies,  as  reported  by  reliable
independent sources; (3) the performance of such executive during the past year,
on an absolute basis and as compared with the  performance  targets set by ePlus
for such executive for such year and the performance of the other  executives of
ePlus  during  such  year;  and (4) any  other  factor  which  the  Compensation
Committee  determines  to be  relevant.  The  weight  to be given to each of the
foregoing  criteria is determined by the Compensation  Committee in the exercise
of its  reasonable  judgment in accordance  with the purposes of this  executive
compensation  policy  and may  vary  from  time to  time  or from  executive  to
executive.

                                      -11-



The  role  of  the  Compensation  Committee  is  limited  to the  review  of the
compensation,  excluding stock-based  compensation for Mr. Norton and Mr. Bowen,
who are principal  stockholders of ePlus. Section 162(m) of the Internal Revenue
Code  imposes  a  limit,  with  certain   exceptions,   on  the  amount  that  a
publicly-held  corporation may deduct in any year for the compensation paid with
respect  to its five  most  highly  compensated  executive  officers.  While the
Compensation Committee cannot predict with certainty how ePlus' compensation tax
deduction might be affected,  the  Compensation  Committee tries to preserve the
tax deductibility of all executive  compensation  while maintaining  flexibility
with respect to ePlus' compensation programs as described in this report.

Chief  Executive  Officer  Compensation.   The  executive   compensation  policy
described  above is applied in setting Mr.  Norton's  compensation.  Mr.  Norton
generally participates in the same executive compensation plans and arrangements
available to the other executives.  Accordingly,  his compensation also consists
of an annual base  salary,  a potential  annual  cash bonus,  and,  potentially,
long-term  equity-linked   compensation  in  the  form  of  stock  options.  The
Compensation   Committee's   general   approach  in  establishing  Mr.  Norton's
compensation  is to be  competitive  with  peer  companies,  but to have a large
percentage of his target based upon objective  performance  criteria and targets
established in our strategic plan.

Mr. Norton's compensation for the year ended March 31, 2003 included $250,000 in
base salary.  Mr. Norton  received a bonus of $150,000 for the fiscal year ended
March 31, 2003. Mr.  Norton's  salary was based on, among other factors,  ePlus'
performance and the 2002 compensation of chief executive  officers of comparable
companies,  although his  compensation was not linked to any particular group of
these companies.

During the fiscal year ended  March 31,  2003,  one meeting of the  Compensation
Committee was held.

                                          BY THE COMPENSATION COMMITTEE

                                          C. Thomas Faulders, III (Chairman)
                                          Terrence O'Donnell





                                      -12-




Stock Incentive Committee

The Stock  Incentive  Committee of the Board of Directors is authorized to award
stock, and various stock options and rights and other  stock-based  compensation
grants under the ePlus inc. Amended and Restated 1998 Long-Term  Incentive Plan.
The members of the Stock Incentive  Committee during the fiscal year ended March
31, 2003 were Mr. Bowen,  Mr. Hewitt,  and Mr.  Norton.  Except for formula plan
grants to the outside  directors  and grants that are  approved by a majority of
the  disinterested  members  of the Board of  Directors,  no member of the Stock
Incentive Committee or the Compensation  Committee is eligible to receive grants
under the ePlus inc. Amended and Restated 1998 Long-Term  Incentive Plan. During
the fiscal  year  ended  March 31,  2003,  one  meeting  of the Stock  Incentive
Committee was held.

Nominating and Corporate Governance Committee

On July 15, 2003,  the Board of  Directors  formed a  Nominating  and  Corporate
Governance  Committee  to  assist  the  Board of  Directors  in  fulfilling  its
oversight  responsibilities  under the NASDAQ Stock Market listing standards and
Delaware law. This  committee is authorized  and  designated for the purposes of
(1) identifying  individuals qualified to serve on the Board of Directors and to
select,  or to recommend that the Board of Directors  select a slate of director
nominees for election by the stockholders of ePlus at each annual meeting of the
stockholders of ePlus, in accordance  with ePlus'  Certificate of  Incorporation
and  Bylaws  and  with  Delaware  law,  and  (2)  evaluating,   developing,  and
recommending  to the Board of Directors a set of corporate  governance  policies
and principles to be applicable to ePlus.  The Board of Directors  appointed Mr.
Terrence O'Donnell,  Mr. C. Thomas Faulders,  III, and Mr. Lawrence S. Herman to
serve as members of the Nominating and Corporate  Governance  Committee,  all of
whom are independent directors.




                                      -13-





                COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

Summary Compensation Table

The  following  table  provides  certain  summary  information   concerning  the
compensation earned, for services rendered in all capacities to ePlus, by ePlus'
Chief Executive  Officer and certain other executive  officers of ePlus,  who we
refer to as the "named executive officers," for the fiscal years ended March 31,
2001,  2002,  and 2003.  Certain  columns  have been  omitted  from this summary
compensation table, as they are not applicable.



                                                 Annual Compensation                   Long-Term Compensation
                                      ----------------------------------------  -----------------------------------
                                                                                   Securities
                                                                                   Underlying         All Other
              Name and                 Fiscal                      Bonus/            Options        Compensation
         Principal Position             Year     Salary ($)    Commission ($)          (#)             ($)(1)
------------------------------------- --------- -------------- ---------------- ----------------- -----------------

                                                                                           
Phillip G. Norton                       2003      $250,000          $150,000           --               --
  Chairman, Chief Executive             2002       250,000           150,000           --               $1,500
  Officer and President                 2001       250,000           147,773           --               1,500

Bruce M. Bowen                          2003       225,000           100,000           --               --
  Director and                          2002       225,000           100,000           --               1,500
  Executive Vice President              2001       225,000           100,000           --               1,500

Kleyton L. Parkhurst                    2003       200,000           100,000           30,000(3)        --
  Senior Vice President, Assistant      2002       200,000            75,000                            1,500
  Secretary and Treasurer               2001       175,000            70,000           30,000           1,500

Steven J. Mencarini                     2003       185,000            71,250           12,000(3)        --
  Chief Financial Officer and           2002       182,500(2)         43,750                            1,500
  Senior Vice President                 2001       168,751            25,000           15,000           1,500
-------------------------
(1)  All  amounts  reported  represent  ePlus'  employer  401(k)  plan  matching
     contributions.
(2)  Difference in salary represents a salary increase effective July 1, 2001 to
     $185,000.
(3)  Stock options granted on June 28, 2002 under the ePlus Amended and Restated
     Long-Term Incentive Plan.



Fiscal Year-end Option Values

The following  table sets forth  information  regarding the value of unexercised
options held by the named executive officers at the end of fiscal year 2003. The
named executive officers did not exercise any options during fiscal year 2003.

                                      -14-





                                Number of Securities Underlying      Value of Unexercised
                                  Unexercised Options at           In-the-Money Options at
                                     Fiscal Year-End (#)            Fiscal Year-End($)(1)
                                ------------------------------   ---------------------------
          Name                  Exercisable      Unexercisable   Exercisable   Unexercisable
                                -----------      -------------   -----------   -------------
                                                                      
Phillip G. Norton.............    305,000            --               0             --

Bruce M. Bowen................    145,000            --               0             --

Kleyton L. Parkhurst..........    195,000          45,000           80,000         6,900

Steven J. Mencarini...........     88,200          19,500             0            2,760
-------------------


(1)  Based on a last sale  price of $7.20 per share as of the close of  business
     on March 31, 2003.

Equity Compensation Plan Information

The  following  table gives  information  about ePlus'  common stock that may be
issued upon the  exercise of options,  warrants,  and rights under all of ePlus'
existing  equity  compensation  plans as of March 31, 2003,  including the ePlus
inc.  Amended and Restated 1998 Long-Term  Incentive Plan,  Amended and Restated
Incentive Stock Option Plan,  Amended and Restated Outside Director Stock Option
Plan, and Amended and Restated Nonqualified Stock Option Plan.



                                                                                            Number of securities
                                                                                           remaining available for
                             Number of securities to                                    future issuance under equity
                             be issued upon exercise      Weighted-average exercise          compensation plans
                             of outstanding options,    price of outstanding options,       (excluding securities
       Plan Category           warrants and rights           warrants and rights           reflected in column(1))
       -----------------     -----------------------    -----------------------------   -----------------------------
                                      (1)                           (2)                               (3)
Equity compensation plans
   approved by security
                                                                                           
          holders                   2,013,688                       $9.14                           0(1)
 Equity compensation plans
      not approved by
      security holders                ---                            ---                            ---
           Total                    2,013,688                        ---                             0


(1)  ePlus  has  reserved  for  issuance  upon the grant or  exercise  of awards
     pursuant to the ePlus inc.  Amended and Restated 1998  Long-Term  Incentive
     Plan that number of shares of the authorized but unissued  shares of common
     stock  equal to (1) 20% of the total  number  of  shares  of  common  stock
     outstanding from time to time, as determined  immediately  after giving pro
     forma  effect to the assumed  exercise  of all  options or other  rights to
     acquire  common  stock,  less (2) any shares of common stock that have been
     purchased  under the Employee  Stock  Purchase Plan from time to time,  and
     less  (3) any  shares  granted  pursuant  to the  exercise  of  options  or
     otherwise granted as awards under the Amended and Restated  Incentive Stock
     Option Plan,  Amended and Restated  Outside Director Stock Option Plan, and
     Amended and Restated Nonqualified Stock Option Plan.

                                      -15-



Option Grants in Last Fiscal Year

The following table sets forth information concerning individual grants of stock
options to the named executive officers during fiscal year 2003.


                                          Individual Grants
                        ---------------------------------------------------
                        Number of    Percentage of                              Potential Realized Value at
                        Securities   Total Options                               Assumed Annual Rates of
                        Underlying    Granted to                                Stock Price Appreciation
                         Options      Employees       Exercise                     for Option Term(2)
                         Granted    in Fiscal Year     Price       Expiration   ---------------------------
      Name                 (#)           (1)           ($/sh)        Date           5%($)          10%($)
---------------------   ---------   --------------    --------     --------     ------------   ------------
                                                                              
Phillip G. Norton          --             --             --           --             --            --
Bruce M. Bowen             --             --             --           --             --            --
Kleyton L. Parkhurst    30,000(3)      38.96%          6.97        6/27/12        131,400       333,300
Steven J. Mencarini     12,000(3)      15.58%          6.97        6/27/12         52,560       133,320
----------


(1)  The percentage of total options granted to employees in fiscal year 2003 is
     based on options to purchase an aggregate of 77,000  shares of Common Stock
     options granted to employees during fiscal year 2003.

(2)  The dollar  amounts  reported in the  "Potential  Realized Value at Assumed
     Annual Rates of Stock Price Appreciation for Option Term" columns represent
     hypothetical   amounts   that  may  be  realized  on  exercise  of  options
     immediately  prior to the  expiration  of their term assuming the specified
     compounded  rates of  appreciation of the Common Stock over the term of the
     options. The 5% and 10% assumed annual rate of stock price appreciation are
     required by the rules of the Securities and Exchange  Commission and do not
     reflect the Company's estimate or projection of future stock price growth.

(3)  These options vest as follows:  twenty percent after the first  anniversary
     of the grant, an additioanl thirty percent after the second  anniversary of
     the grant,  and the remaining fifty percent after the third  anniversary of
     the grant.

Employment  Contracts  and  Termination  of  Employment  and  Change in  Control
Arrangements

ePlus has entered into employment  agreements  with Phillip G. Norton,  Bruce M.
Bowen,  and Kleyton L.  Parkhurst,  each  effective as of September 1, 1996, and
with  Steven  J.  Mencarini,  effective  as of June 18,  1997.  Each  employment
agreement  provided  for an initial  term of three  years,  and is subject to an
automatic  one-year  renewal  at the  expiration  thereof  unless  ePlus  or the
employee  provides  notice of an  intention  not to renew at least three  months
prior to expiration.

The current  annual base  salaries  ($250,000  in the case of Phillip G. Norton;
$225,000  in the case of Bruce M.  Bowen;  $200,000  in the case of  Kleyton  L.
Parkhurst;  and $225,000 in the case of Steven J.  Mencarini)  are in effect and
each  employee may be eligible  for  commissions  or  performance  bonuses.  The
performance  bonuses for Phillip G. Norton and Bruce M. Bowen are discretionary,
based on the performance of ePlus and as approved by the Compensation Committee.
The  performance  bonuses for Kleyton L.  Parkhurst and Steven J.  Mencarini are
paid based upon performance  criteria established by Phillip G. Norton and Bruce
M. Bowen.

Under the employment agreements, each receives certain other benefits, including
medical,  insurance,  death and long-term disability  benefits,  employer 401(k)
contributions,  and reimbursement of  employment-related  expenses.  Mr. Bowen's
country  club dues are paid by  ePlus.  The  employment  agreements  of  Messrs.
Norton,  Bowen,  and Mencarini  contain a covenant not to compete on the part of
each,  whereby  in the event of a  voluntary  termination  of  employment,  upon
expiration of the term of the agreement,  or upon the  termination of employment

                                      -16-



by ePlus for cause, each are subject to restrictions upon acquiring,  consulting
with,  or otherwise  engaging in or assisting in the  providing of capital needs
for competing  business  activities  or entities  within the United States for a
period of one year after the date of such  termination or expiration of the term
of the employment agreement.

Under his original employment  agreement,  Phillip G. Norton was granted options
to acquire  130,000  shares of common stock at a price per share equal to $8.75.
These  options  have a ten year term and  became  exercisable  and vested in 25%
increments  over four years,  ending on November 20, 1999. In February 1998, Mr.
Norton was also granted  options to purchase  25,000 shares of common stock at a
price  per share  equal to $12.65  and in August  1999 was  granted  options  to
purchase 175,000 shares of common stock at a price per share equal to $7.75

Under his original employment  agreement,  Bruce M. Bowen was granted options to
acquire 15,000 shares of common stock at a price per share equal to $8.75. These
options have a ten year term and became exercisable and vested in 25% increments
over four years,  ending on November 20, 1999. In February  1998,  Mr. Bowen was
also granted  options to purchase  15,000  shares of common stock at a price per
share equal to $11.50 and in August 1999 was granted options to purchase 115,000
shares of common stock at a price per share equal to $7.75.

Under his  original  employment  agreement,  Kleyton L.  Parkhurst  was  granted
options to acquire  100,000 shares of common stock at a price per share equal to
$6.40.  These options have a ten year term and became  exercisable and vested in
25%  increments  over four years ending on November 20, 1999. In February  1998,
Mr. Parkhurst was also granted options to purchase 10,000 shares of common stock
at a price per share equal to $11.50 and in September  1998 was granted  options
to  purchase  50,000  shares of common  stock at a price per share of $8.75.  In
August 1999,  Mr.  Parkhurst  was granted  options to purchase  20,000 shares of
common  stock at a price per  share  equal to $7.75  and in  September  2000 was
granted  options to purchase  30,000 shares of common stock at a price per share
equal to $17.375. In June 2002, Mr. Parkhurst was also granted 30,000 options to
purchase common stock at a price per share equal to $6.97.

In  connection  with his original  employment,  Steven J.  Mencarini was granted
options to acquire  16,200  shares of common stock at a price per share equal to
$12.75.  These options have a ten year term, and become  exercisable and vest in
20%  increments  over  five  years at the end of each year of  service,  and are
subject  to  acceleration  upon  certain  conditions.  In  September  1997,  Mr.
Mencarini was also granted options to purchase 5,100 shares of common stock at a
price per share  equal to $13.25 and in  December  1997 was  granted  options to
purchase  9,400 shares of common stock at a price per share equal to $12.25.  In
February  1998,  Mr.  Mencarini was granted  options to purchase 5,000 shares of
common  stock at a price per share  equal to  $11.50;  in October  1998,  he was
granted  options to purchase  25,000 shares of common stock at a price per share
equal to $8.00;  in August 1999 he was granted options to purchase 20,000 shares
of commmon stock at a price per share equal to $7.75;  in September  2000 he was
granted  options to purchase  10,000 shares of common stock at a price per share
equal to $17.375;  and in December 2000 he was granted options to purchase 5,000
shares of common  stock at a price per share equal to $7.75.  In June 2002,  Mr.
Mencarini was also granted  12,000  options to purchase  common stock at a price
per share equal to $6.97 per share.

ePlus  maintains  key-man  life  insurance  on Mr.  Norton in the  amount of $11
million.

                                      -17-



Compensation Committee Interlocks and Insider Participation

For  the  year  ended  March  31,  2003,  all  decisions   regarding   executive
compensation were made by the Compensation  Committee with respect to Mr. Norton
and Mr. Bowen.  Compensation for other executives was made by the committee, Mr.
Norton, or Mr. Bowen consistent with Compensation  Committee Policy. The members
of the Compensation Committee are C. Thomas Faulders,  III (Chairman),  Terrence
O'Donnell,  and  Lawrence S.  Herman.  None of the  executive  officers of ePlus
currently  serves on the  Compensation  Committee of another entity or any other
committee  of the  Board of  Directors  of  another  entity  performing  similar
functions.



                                      -18-




                                PERFORMANCE GRAPH

The  following  graph shows the value as of March 31, 2003 of a $100  investment
made  on  March  31,  1998 in  ePlus'  common  stock  (with  dividends,  if any,
reinvested),  as compared with similar investments based on (1) the value of the
NASDAQ Stock Market Index (U.S.) (with  dividends  reinvested) and (2) the value
of the  NASDAQ  financial  index.  The  stock  performance  shown  below  is not
necessarily indicative of future performance.

                               3/99       3/00       3/01       3/02       3/03
                            --------- ---------- ---------- --------- ----------
EPLUS INC.                     60.00     240.91      66.82     69.02      52.36

NASDAQ STOCK MARKET (U.S.)    135.08     250.99     100.60    101.32      74.37

NASDAQ FINANCIAL               90.11      85.39      94.44    117.52     108.97













                                      -19-



                              CERTAIN TRANSACTIONS

Advances and Loans to Employees and Stockholders

ePlus has in the past  provided  loans and  advances  to  employees  and certain
stockholders.  Such balances are to be repaid from personal funds or commissions
earned by the employees  and/or  stockholders  on successful  sales or financing
arrangements obtained on behalf of ePlus. Loans and advances to employees and/or
stockholders  totaled  $54,132 for the year ended March 31, 2003.  There were no
loans or  extensions  of credit by ePlus or any ePlus  subsidiary  to any of the
ePlus directors or executive officers.

Leases with Related Parties

ePlus leases  certain office space from related  parties.  During the year ended
March 31,  2003,  ePlus paid  $256,300 in rent to Phillip G.  Norton,  our chief
executive officer and president, and $228,000 in rent to Vince Marino, president
of ePlus  Technology  inc of PA, a wholly owned  subsidiary  of ePlus during the
fiscal year ended March 31, 2003.  All leases with related  parties are approved
in advance by the Board of Directors.

Indemnification Agreements

We have entered into separate but identical indemnification agreements with each
of our  directors and  executive  officers,  and we expect to enter into similar
indemnification  agreements  with  persons  who become  directors  or  executive
officers in the future. The  indemnification  agreements provide that ePlus will
indemnify the director or officer  against any expenses or liabilities  incurred
in  connection  with any  proceeding  in which the  director  or officer  may be
involved  as a party or  otherwise,  by reason of the fact that the  director or
officer  is or was a  director  or  officer  of ePlus or by reason of any action
taken by or omitted to be taken by the  director or officer  while  acting as an
officer  or  director  of ePlus.  However,  ePlus is only  obligated  to provide
indemnification under the indemnification agreements if:

     (1)  the  director  or officer was acting in good faith and in a manner the
          director or officer reasonably believed to be in the best interests of
          ePlus,  and,  with  respect to any  criminal  action,  the director or
          officer had no reasonable cause to believe the director's or officer's
          conduct was unlawful;

     (2)  the claim was not made to  recover  profits  made by the  director  or
          officer in violation of Section 16(b) of the Exchange Act, as amended,
          or any successor statute;

     (3)  the claim was not initiated by the director or officer;

     (4)  the claim was not covered by applicable insurance; or

     (5)  the claim was not for an act or  omission  of a director of ePlus from
          which a  director  may not be  relieved  of  liability  under  Section


                                      -20-




          103(b)(7) of the DGCL.  Each  director and officer has  undertaken  to
          repay  ePlus  for  any  costs  or  expenses  paid  by  ePlus  if it is
          ultimately  determined that the director or officer is not entitled to
          indemnification under the indemnification agreements.



Future Transactions

ePlus'  policy  requires  that all material  transactions  between ePlus and its
officers,  directors,  or other affiliates must be approved by a majority of the
disinterested  members of the Board of  Directors  of ePlus,  and be on terms no
less favorable to ePlus than could be obtained from unaffiliated third parties.














                                      -21-





                                   PROPOSAL 1

To Elect  Two Class I  Directors  to Serve  for  Three  Years  and  until  their
Respective Successors Have Been Duly Elected and Qualified.

The Board of Directors has concluded that the re-election of C. Thomas Faulders,
III and Lawrence S. Herman as Class I Directors is in the best interest of ePlus
and recommends  stockholder  approval of the re-election of C. Thomas  Faulders,
III and Lawrence S. Herman as Class I directors.  The remaining  three directors
will  continue to serve in their  positions  for the  remainder  of their terms.
Biographical  information  concerning Mr.  Faulders and Mr.  Herman,  and ePlus'
other directors can be found under "Directors and Executive Officers."

Unless otherwise instructed or unless authority to vote is withheld, all proxies
will be voted for the election of C. Thomas Faulders, III and Lawrence S. Herman
as Class I  Directors.  Although  the  Board  of  Directors  of  ePlus  does not
contemplate  that such  nominees  will be unable to serve,  if such a  situation
arises prior to the annual meeting, the persons named in the enclosed proxy card
will vote for the  election of such other  person or persons as may be nominated
by the Board of Directors.

Vote Required for  Approval.  The two persons  receiving the greatest  number of
affirmative  votes  cast at the  annual  meeting  will  be  elected  as  Class I
Directors.

Board of Directors Recommendation. The Board of Directors unanimously recommends
that you vote in favor of the election of C. Thomas  Faulders,  III and Lawrence
S. Herman as Class I Directors.


                                   PROPOSAL 2

To Ratify  the  Appointment  of  Deloitte  & Touche  LLP as  ePlus'  Independent
Auditors for ePlus' Fiscal Year Ending March 31, 2004.

Subject to stockholder  ratification,  the Audit  Committee has  reappointed the
firm of  Deloitte & Touche LLP as the  independent  auditors  to examine  ePlus'
financial  statements  for the fiscal year  ending  March 31,  2004.  Deloitte &
Touche has audited  ePlus'  financial  statements  since its  inception.  If the
stockholders do not ratify this appointment,  other independent auditors will be
considered by the Audit Committee.

Representatives  of Deloitte & Touche are expected to attend the annual  meeting
and will have the  opportunity to make a statement if they desire and to respond
to appropriate questions.

Audit  Fees.  The  aggregate  fees  to be  charged  by  Deloitte  &  Touche  for
professional  services rendered for the audit of our annual financial statements
for the fiscal year ended  March 31,  2003 and for the reviews of the  financial
statements  included in our Quarterly  Reports on Form 10-Q for that fiscal year
were $255,000.  To date,  Deloitte & Touche LLP has billed $150,000 to ePlus for
the services performed in the fiscal year ended March 31, 2004.

                                      -22-




Financial Information Systems Design and Implementation Fees. There were no fees
billed by Deloitte & Touche for professional  services  rendered for information
technology  services  relating  to  financial  information  systems  design  and
implementation for the fiscal year ended March 31, 2003.

All Other  Fees.  There were no fees  billed by  Deloitte & Touche for  services
rendered to ePlus,  other than the services  described  above under "Audit Fees"
for the fiscal year ended March 31, 2003.

Vote Required for Approval.  The  affirmative  vote of the holders of at least a
majority  of the  shares  of  common  stock  present  in  person or by proxy and
entitled to vote at the annual meeting on the proposal will constitute  approval
of Proposal 2.

Audit Committee Recommendation.  The Audit Committee unanimously recommends that
you vote in favor of the  ratification  of the  appointment of Deloitte & Touche
LLP as independent auditors for the fiscal year ending March 31, 2004.


                                   PROPOSAL 3

To Approve And Adopt An Amendment To The ePlus inc. Certificate Of Incorporation
To Decrease  The Number Of Shares Of  Authorized  Stock Of ePlus From 52 Million
Shares (50 Million  Shares Of Common  Stock,  Par Value  $0.01 Per Share,  And 2
Million  Preferred  Shares,  Par Value  $0.01 Per  Share) To 27  Million  Shares
(Consisting Of 25 Million Shares Of Common Stock, Par Value $0.01 Per Share, and
2 Million Preferred Shares, Par Value $0.01 Per Share).

The Board of Directors  has adopted a resolution  declaring it advisable  and in
the best interests of ePlus and its stockholders that the ePlus inc. Certificate
of Incorporation  be amended to provide for a decrease in the authorized  number
of shares of stock of ePlus from 52  million  shares  (consisting  of 50 million
shares of common  stock,  par value  $0.01 per  share,  and 2 million  preferred
shares,  par value  $0.01 per  share) to 27  million  shares  (consisting  of 25
million  shares  of common  stock,  par value  $0.01  per  share,  and 2 million
preferred shares, par value $0.01 per share).  Such resolution also directs that
such  proposal be  submitted to ePlus'  stockholders  for  consideration  at the
annual  meeting  and  recommends  that  the  stockholders  vote in favor of such
amendment at the annual meeting.

If Proposal 3 is approved by ePlus' stockholders,  the annual Delaware franchise
tax,  an amount  calculated  using  the  number of  capital  stock a company  is
authorized to issue,  will decrease by approximately  $30,000 per year. Upon the
effect of such an amendment to the  Certificate of  Incorporation,  the Board of
Directors would have authority to issue up to twenty-five  million  (25,000,000)
shares of common stock and to designate and issue up to two million  (2,000,000)
shares of preferred stock to stockholders,  for such consideration and with such
rights and preferences as the Board of Directors may determine

                                      -23-



without further action by the stockholders  except as may be required by law. As
of the date hereof,  ePlus has not  designated or issued any shares of preferred
stock  and the  proposal  will not  change  the  authorized  number of shares of
preferred  stock.  As of the record date there were  9,475,901  shares of common
stock issued and outstanding,  and 1,088,484 shares of treasury stock. The Board
of Directors of ePlus has reserved 2,006,188 shares of common stock for issuance
pursuant to the exercise of outstanding stock options. Accordingly, there remain
37,429,427  shares of common  stock which are  unissued and are not reserved for
any specific  purpose.  If the amendment to the Certificate of  Incorporation is
approved this number will be reduced to approximately 12,429,427 shares.

Vote Required for Approval. The affirmative vote of the holders of a majority of
the shares of common stock  outstanding  and entitled to vote on the proposal is
required for approval of Proposal 3.

The Board of  Directors  unanimously  recommends  a vote FOR the approval of the
amendment to the Certificate of Incorporation.


                                   PROPOSAL 4

To Approve An Amendment To The ePlus inc.  Amended And Restated  1998  Long-Term
Incentive  Plan,  Which Sets The Number Of Shares Of Common Stock  Available For
Awards Under The Plan At 3,000,000.

Effective July 15, 2003, pursuant to an action by written consent,  ePlus' Board
of Directors  approved and  recommended to the  stockholders an amendment to the
ePlus, inc. Amended and Restated 1998 Long-Term Incentive Plan (the "LTIP") that
would eliminate the "evergreen" share replenishment  feature of the LTIP and set
the number of shares of ePlus common stock  available  for awards under the LTIP
at 3,000,000.

In order to preserve the full  deductibility of awards made pursuant to the LTIP
under  Section  162(m) of the  Internal  Revenue  Code of 1986,  as amended (the
"Code"),  the amendment to the LTIP, is being  submitted to ePlus'  stockholders
for approval.

Specifically,  the amendment amends Section 5.1 of the LTIP.  Section 5.1 of the
LTIP  currently  provides that the number of shares of common stock which may be
subject to awards under the LTIP are equal to 20% of the  outstanding  shares of
common stock of ePlus, on a fully diluted basis,  less shares issued pursuant to
our  other  equity  plans,  at the time of the award  grant.  At the time of the
original  adoption of the LTIP it was anticipated  that this  formulation  would
provide for a  sufficient  number of shares to be the  subject of awards.  In an
effort to  strengthen  stockholder  value,  ePlus has  recently  engaged  in the
practice of repurchasing  shares of ePlus common stock on the open market.  As a
result of these  repurchases,  the number of outstanding  shares of ePlus common
stock  has  been  steadily  decreasing,  and,  as a  result  under  the  current
formulation set forth in Section 5.1 of the LTIP,  ePlus has been  significantly
restricted  as to the number of awards  that may be granted  under the LTIP.  As
described  below,  management  believes  that  there is  value to the  company's
stockholders in aligning the interests of its employees, officers, consultants,


                                      -24-




and directors with the interests of its  stockholders.  In addition,  the awards
that are granted under the LTIP also assist us in recruiting qualified employees
who contribute to our success. The proposed amendment would amend Section 5.1 of
the LTIP to read as follows:

          5.1.  NUMBER OF SHARES.  Subject to  adjustment as provided in Section
     15.1,  the aggregate  number of shares of Stock  reserved and available for
     Awards or which may be used to  provide  a basis of  measurement  for or to
     determine the value of an Award (such as with a Stock Appreciation Right or
     Performance Unit Award) shall be 3,000,000.  Notwithstanding the foregoing,
     not more than 10% of the shares  authorized herein may be granted as Awards
     of Restricted Stock or unrestricted Stock Awards.

If the amendment is approved by the  stockholders,  up to 3 million shares could
be  subject  to awards  issued  under the plan.  Management  believes  that this
limitation  will allow for the issuance of an  appropriate  number of awards for
the foreseeable without unnecessarily diluting the company's stockholders.

As  of  July  15,  2003,  there  were  approximately  551  persons  eligible  to
participate in the LTIP. As of July 15, 2003, there were approximately 2,006,188
shares of ePlus'  common stock  subject to  outstanding  awards and no shares of
ePlus'  common stock were  reserved and  available  for future  awards under the
plan.

A summary  of the LTIP is set forth  below.  The  summary  is  qualified  in its
entirety  by  reference  to the full  text of the LTIP as it is  proposed  to be
amended, which is attached to this Proxy Statement as Appendix B.

General

The purpose of the LTIP is to promote  the  success,  and enhance the value,  of
ePlus by linking the personal interests of employees,  officers, consultants and
directors  to  those  of the  stockholders,  and by  providing  such  employees,
officers,   consultants,   and  directors  with  an  incentive  for  outstanding
performance.

The LTIP  authorizes the granting of awards  ("Awards") to employees,  officers,
consultants,  and directors of ePlus or its subsidiaries in the following forms:
(1)  options  to  purchase  shares of  common  stock  ("Options"),  which may be
incentive stock options or non-qualified  options; (2) stock appreciation rights
("SARs");  (3) performance  units  ("Performance  Units");  (4) restricted stock
("Restricted  Stock"); (5) dividend equivalents  ("Dividend  Equivalents");  (6)
other stock-based  awards; or (7) any other right or interest relating to common
stock or cash. Not more than 10% of the shares  authorized under the LTIP may be
granted as Awards of Restricted Stock or unrestricted  Stock Awards. The maximum
number of shares of common stock with respect to one or more Options and/or SARs
that may be  granted  during  any one  calendar  year  under the LTIP to any one
participant is 500,000.  The maximum fair market value of any Awards (other than
Options and SARs) that may be received by a participant  (less any consideration
paid by the  participant  for such Award) during any one calendar year under the
LTIP is $2,000,000.

                                      -25-





Pursuant to Section  162(m) of the Code,  ePlus may not deduct  compensation  in
excess of $1 million paid to the Chief Executive  Officer and the four next most
highly  compensated  executive officers of ePlus. The LTIP is designed to comply
with Code  Section  162(m) so that the grant of Options and SARs under the LTIP,
and  other  Awards,  such as  Performance  Units,  that are  conditioned  on the
performance  goals  described in the LTIP, will be excluded from the calculation
of annual  compensation  for purposes of Code  Section  162(m) and will be fully
deductible  by ePlus.  The Board of  Directors  has  approved  the  amended  and
restated LTIP for submission to the  stockholders  in order to preserve the full
deductibility  of awards made pursuant to the LTIP under  Section  162(m) of the
Code.

Administration

The LTIP is administered by the Compensation Committee of the Board of Directors
of ePlus.  Except as such discretion may be limited by the automatic  provisions
with  respect  to annual  grants  of  Options  to  non-employee  directors,  the
Compensation  Committee has the power,  authority,  and  discretion to designate
participants;  determine  the type or  types of  Awards  to be  granted  to each
participant and the number, terms, and conditions thereof;  establish, adopt, or
revise  any rules and  regulations  as it may deem  necessary  or  advisable  to
administer the LTIP; and make all other decisions and determinations that may be
required under, or as the Compensation Committee deems necessary or advisable to
administer, the LTIP.

Formula Grants To Non-Employee Directors

Pursuant to the terms of the LTIP, on the day following  each annual  meeting of
ePlus'  stockholders  held on or before  September  1, 2006,  each  non-employee
director of ePlus who is serving in such capacity as of such day will be granted
a  non-qualified  Option to purchase  10,000  shares of common  stock  (each,  a
"Director  Option").  Appropriate  pro-rata  grants  will be made if at any time
there are  insufficient  shares under the LTIP to make the full scheduled grants
of Director Options. The exercise price for each Director Option will be 100% of
the fair market  value of the common stock on the date of grant.  Each  Director
Option will expire on the tenth  anniversary of the date of grant unless earlier
terminated as provided below. A Director Option will not automatically  lapse by
reason of the  optionee  ceasing  to  qualify  as a  non-employee  director  but
remaining as a member of the Board of Directors.  However, Director Options will
lapse under the earliest of the following circumstances: (1) ten years after the
date of grant;  (2) if the optionee  ceases to serve as a member of the Board of
Directors  for any  reason  other  than by  reason of death or  disability,  his
Director  Options will lapse three months after such  termination as a member of
the Board of Directors;  provided,  however, that if the director is removed for
cause,  his  Director  Options will lapse  immediately;  and (3) if the optionee
ceases to serve as a member of the Board of  Directors by reason of his death or
disability, his Director Options will lapse one year after such termination as a
member of the Board of Directors.

Each Director  option will be immediately  exercisable,  in whole or in part, on
the first  anniversary of the date of grant.  Director Options are assignable or
transferable  by the director by will, by the laws of descent and  distribution,
or pursuant to a qualified domestic relations order, and will be transferable by
the director to any of the following permitted transferees, upon such reasonable


                                      -26-




terms and conditions as the  Compensation  Committee may establish (and,  unless
specifically  permitted  by the Board of Directors  in advance,  such  transfers
shall be limited to one transfer per director to no more than four transferees):
(1) one or more of the  following  family  members of the  director:  any child,
stepchild,   grandchild,  parent,  stepparent,   grandparent,  spouse,  sibling,
mother-in-law,  father-in-law,  son-in-law, daughter-in-law,  brother-in-law, or
sister-in-law,  including adoptive relationships,  (2) a trust, partnership,  or
other entity established and existing for the sole benefit of, or under the sole
control of, one or more of the above family members of the director,  or (3) any
other  transferee  specifically  approved by the  Compensation  Committee  after
taking  into  account  any  state or  federal  tax,  securities,  or other  laws
applicable to transferable options.

No Director  Options  will be granted  after  September  1, 2006.  However,  the
Compensation  Committee may make discretionary awards to non-employee  directors
pursuant to the other provisions of the LTIP before or after September 1, 2006.

Discretionary Awards

Stock Options. The Compensation  Committee is authorized to grant Options, which
may be incentive stock options ("ISOs") or nonqualified stock options ("NQSOs"),
to participants.  The exercise price of any Option may not be less than the fair
market value of the underlying  stock on the date of grant.  All Options will be
evidenced by a written Award Agreement between ePlus and the participant,  which
will include such provisions as may be specified by the Compensation  Committee.
The terms of any ISO must meet the requirements of Section 422 of the Code.

Stock  Appreciation  Rights.  The  Compensation  Committee  may  grant  SARs  to
participants.  Upon the  exercise  of a SAR,  the  participant  has the right to
receive the  excess,  if any,  of: the fair market  value of one share of common
stock on the date of exercise  over the grant price of the SAR as  determined by
the Compensation Committee, which will not be less than the fair market value of
one  share of  common  stock on the date of  grant.  All  awards of SARs will be
evidenced  by an Award  Agreement,  reflecting  the terms,  methods of exercise,
methods of settlement,  form of  consideration  payable in  settlement,  and any
other  terms  and  conditions  of the SAR,  as  determined  by the  Compensation
Committee at the time of grant.

Performance  Units. The Compensation  Committee may grant  Performance  Units to
participants on such terms and conditions as may be selected by the Compensation
Committee.  The  Compensation  Committee  will have the complete  discretion  to
determine the number of Performance Units granted to each participant and to set
performance  goals and other terms or conditions  to payment of the  Performance
Units in its  discretion  which,  depending on the extent to which they are met,
will  determine the number and value of  Performance  Units that will be paid to
the participant.

Restricted  Stock  Awards.  The  Compensation   Committee  may  make  awards  of
Restricted Stock to participants,  which will be subject to such restrictions on
transferability and other restrictions as the Compensation  Committee may impose
(including,  without  limitation,  limitations  on the right to vote  Restricted
Stock or the right to receive dividends, if any, on the Restricted Stock).

                                      -27-




Dividend Equivalents. The Compensation Committee is authorized to grant Dividend
Equivalents  to  participants  subject  to such terms and  conditions  as may be
selected  by  the  Compensation  Committee.  Dividend  Equivalents  entitle  the
participant  to receive  payments  equal to  dividends  with respect to all or a
portion of the number of shares of common  stock  subject to an Option  Award or
SAR  Award,  as  determined  by the  Compensation  Committee.  The  Compensation
Committee  may provide that Dividend  Equivalents  be paid or  distributed  when
accrued  or be deemed to have been  reinvested  in  additional  shares of common
stock, or otherwise reinvested.

Other Stock-Based Awards. The Compensation Committee may, subject to limitations
under  applicable law, grant to participants  such other Awards that are payable
in, valued in whole or in part by reference to, or otherwise based on or related
to shares of  common  stock,  as  deemed  by the  Compensation  Committee  to be
consistent with the purposes of the LTIP, including without limitation shares of
common stock awarded purely as a "bonus" and not subject to any  restrictions or
conditions,   convertible  or  exchangeable   debt   securities,   other  rights
convertible or  exchangeable  into shares of common stock,  and Awards valued by
reference to book value of shares of common stock or the value of  securities of
or  the  performance  of  specified   parents  or  subsidiaries  of  ePlus.  The
Compensation  Committee  will  determine  the terms and  conditions  of any such
Awards.

Performance Goals. The Compensation  Committee may determine that any Award will
be determined solely on the basis of (1) the achievement by ePlus or a parent or
subsidiary of a specified target return,  or target growth in return,  on equity
or  assets,  (2)  ePlus',   parent's,  or  subsidiary's  stock  price,  (3)  the
achievement by an individual or a business unit of ePlus,  parent, or subsidiary
of a specified  target,  or target growth in, revenues,  net income, or earnings
per share, (4) the achievement of objectively determinable goals with respect to
service or product delivery,  service or product quality, customer satisfaction,
meeting  budgets,  and/or  retention of employees or (5) any  combination of the
goals  set  forth  in (1)  through  (4)  above.  Furthermore,  the  Compensation
Committee  reserves  the right for any reason to reduce (but not  increase)  any
Award,  notwithstanding the achievement of a specified goal. If an Award is made
on such basis,  the  Compensation  Committee must  establish  goals prior to the
beginning of the period for which such  performance  goal relates (or such later
date as may be  permitted  under Code Section  162(m)).  Any payment of an Award
granted with performance goals will be conditioned on the written  certification
of the  Compensation  Committee in each case that the performance  goals and any
other material conditions were satisfied.

Limitations on Transfer;  Beneficiaries.  Except for certain limited  exceptions
applicable to Director Options, no Award will be assignable or transferable by a
participant  other  than by will or the laws of  descent  and  distribution  or,
except in the case of an ISO, pursuant to a qualified  domestic relations order;
provided,  however,  that the  Compensation  Committee may (but need not) permit
other  transfers   where  the   Compensation   Committee   concludes  that  such
transferability (1) does not result in accelerated taxation,  (2) does not cause
any Option  intended to be an incentive  stock option to fail to be described in
Code Section 422(b), and (3) is otherwise appropriate and desirable, taking into
account any factors deemed relevant,  including without limitation, any state or


                                      -28-




federal tax or securities laws or regulations applicable to transferable Awards.
A  participant  may, in the manner  determined  by the  Compensation  Committee,
designate a beneficiary to exercise the rights of the participant and to receive
any distribution with respect to any Award upon the participant's death.

Acceleration Upon Certain Events.  Upon the participant's  death,  disability or
retirement,  all  outstanding  Options,  SARs, and other Awards in the nature of
rights that may be exercised will become fully  exercisable and all restrictions
on outstanding  Awards will lapse. Any Options or SARs will thereafter  continue
or lapse in  accordance  with the  other  provisions  of the LTIP and the  Award
Agreement.  In the event of a Change in  Control  of ePlus  (as  defined  in the
LTIP), all outstanding  Options,  SARs, and other Awards in the nature of rights
that may be exercised will become fully vested and all  restrictions  on all and
is contingent upon  qualifying for such accounting  treatment will lapse. In the
event of (1) the commencement of a public tender offer for all or any portion of
the common stock, or (2) a proposal to merge, consolidate,  or otherwise combine
into and with another corporation (in which transaction ePlus would not survive)
is  submitted  to the  stockholders  of ePlus  for  approval,  the  Compensation
Committee may in its sole discretion declare all outstanding Options,  SARs, and
other  Awards in the  nature of rights  that may be  exercised  to become  fully
vested, and/or all restrictions on all outstanding Awards to lapse, in each case
as of such  date as the  Compensation  Committee  may,  in its sole  discretion,
declare,  which may be on or before the  consummation  of such  tender  offer or
other transaction or event.

Termination And Amendment

The Board of Directors or the  Compensation  Committee may, at any time and from
time to time, terminate, amend, or modify the LTIP without stockholder approval;
provided,  however, that the Compensation  Committee may condition any amendment
on the approval of stockholders of ePlus if such approval is necessary or deemed
advisable with respect to tax,  securities,  or other applicable laws, policies,
or  regulations.  No  termination,  amendment,  or  modification of the LTIP may
adversely  affect  any Award  previously  granted  under the LTIP,  without  the
written consent of the participant. The exercise price of any outstanding option
may not be  reduced,  directly  or  indirectly,  without  the prior  approval of
stockholders.

Certain Federal Income Tax Effects

Nonqualified Stock Options. Under present federal income tax regulations,  there
will be no federal income tax  consequences  to either ePlus or the  participant
upon  the  grant of an NQSO  (including  the  Director  Options).  However,  the
participant  will  realize  ordinary  income on the  exercise  of the NQSO in an
amount equal to the excess of the fair market value of the common stock acquired
upon the exercise of such option over the exercise price, and ePlus will receive
a  corresponding  deduction.  The gain,  if any,  realized  upon the  subsequent
disposition by the participant of the common stock will constitute short-term or
long-term capital gain, depending on the participant's holding period.

Incentive  Stock Options.  Under present federal income tax  regulations,  there
will be no federal income tax  consequences  to either ePlus or the  participant
upon the grant of an ISO or the  exercise  thereof  by the  participant.  If the
participant  holds the shares of common stock for the greater of two years after


                                      -29-




the date the Option was granted or one year after the acquisition of such shares
of common stock (the "required  holding  period"),  the  difference  between the
aggregate option price and the amount realized upon disposition of the shares of
common stock will constitute  long-term capital gain or loss, and ePlus will not
be entitled to a federal income tax deduction. If the shares of common stock are
disposed of in a sale, exchange, or other "disqualifying disposition" during the
required holding period, the participant will realize taxable ordinary income in
an amount  equal to the  excess of the fair  market  value of the  common  stock
purchased at the time of exercise  over the aggregate  option  price,  and ePlus
will be entitled to a federal income tax deduction equal to such amount.

SARs.  Under present federal income tax regulations,  a participant  receiving a
SAR will not recognize income, and ePlus will not be allowed a tax deduction, at
the time the Award is granted.  When a participant exercises the SAR, the amount
of cash and the fair market value of any shares of common stock received will be
ordinary  income to the  participant  and will be  allowed  as a  deduction  for
federal income tax purposes to ePlus.

Performance Units.  Under present federal income tax regulations,  a participant
receiving  Performance  Units  will not  recognize  income and ePlus will not be
allowed a tax  deduction  at the time the Award is granted.  When a  participant
receives  payment of Performance  Units,  the amount of cash and the fair market
value of any shares of common  stock  received  will be  ordinary  income to the
participant  and will be allowed as a deduction for federal  income tax purposes
to ePlus.

Restricted Stock.  Under present federal income tax regulations,  and unless the
participant  makes an election to  accelerate  recognition  of the income to the
date of grant,  a  participant  receiving  a  Restricted  Stock  Award  will not
recognize income, and ePlus will not be allowed a tax deduction, at the time the
Award is granted.  When the  restrictions  lapse, the participant will recognize
ordinary  income equal to the fair market value of the common  stock,  and ePlus
will be entitled to a corresponding tax deduction at that time.

Benefits To Named Executive Officers And Others

The table below  reflects  awards  granted under the LTIP during the fiscal year
ended March 31, 2003 to the persons and groups indicated.  With the exception of
annual formula grants to  non-employee  directors  described  above,  any future
awards  under  the  LTIP  will  be made at the  discretion  of the  Compensation
Committee.  Consequently,  ePlus cannot determine, with respect to (1) the named
executive  officers,  (2) all current executive  officers as a group, or (3) all
eligible  participants,  including  all current  officers who are not  executive
officers,  as a group,  either the  benefits or amounts that will be received in
the future by such persons or groups pursuant to the LTIP.



                                      -30-


          ePlus inc. Amended and Restated 1998 Long-Term Incentive Plan

                                                        Stock Option Grants
                                                    ----------------------------
                                                                      Number of
                  Name and Position                 Dollar Value(1)    Options
-------------------------------------------------   ---------------  -----------
Phillip G. Norton................................         --             --
Chairman, Chief Executive Officer and President

Bruce M. Bowen...................................         --             --
Director and Executive Vice President

Kleyton L. Parkhurst.............................     $189,600         30,000
Senior Vice President, Assistant Secretary and
Treasurer

Steven J. Mencarini..............................      $75,840         12,000
Chief Financial Officer and Senior Vice President

All Executive Officers as a Group................     $265,440         42,000

All Non-Executive Directors as a Group...........        $0              0(2)

All Non-Executive Officer Employees as a Group...     $265,440         42,000
-------------------
(1)  The dollar value of the options will be dependent on the difference between
     the exercise  price and the fair market value of the  underlying  shares on
     the date of exercise (the "option spread"). The dollar value of the options
     shown above  represents the option spread as of July 15 2003,  based on the
     weighed average exercise price of the options.

(2)  Pursuant to the terms of the LTIP, on the day following each annual meeting
     of the  ePlus  stockholders  held on or  before  September  1,  2006,  each
     non-employee  director of ePlus is granted a non-qualified  stock option to
     purchase  10,000  shares  of  common  stock.   ePlus  currently  has  three
     non-employee  directors  serving on its Board of  Directors.  In connection
     with  this   provision,   10,000  options  were  granted  to  each  of  the
     non-employee directors in April 2003.

Additional Information

The closing price of the common stock, as reported by the Nasdaq National Market
on July 21, 2003, was $13.29.

Vote Required for Approval.  The  affirmative  vote of the holders of at least a
majority  of the  shares  of  common  stock  present  in  person or by proxy and
entitled to vote at the annual meeting on the proposal will constitute  approval
of Proposal 4.

Board of Directors Recommendation. The Board of Directors unanimously recommends
that you vote in favor of the  amendment to the ePlus inc.  Amended and Restated
1998 Long-Term Incentive Plan.

                             OTHER PROPOSED ACTION

The Board of  Directors  does not intend to bring any other  matters  before the
annual meeting,  nor does the Board of Directors know of any matters which other

                                      -31-



persons intend to bring before the annual meeting.  If,  however,  other matters
not mentioned in this proxy  statement  properly come before the annual meeting,
the  persons  named in the  accompanying  form of proxy  will  vote  thereon  in
accordance with the recommendation of the Board of Directors.

You should note that ePlus' Bylaws  provide that in order for a  stockholder  to
bring  business  before a meeting or to make a  nomination  for the  election of
directors,   the  stockholder  must  give  written  notice  complying  with  the
requirements  of the Bylaws to the  Secretary of ePlus not later than 90 days in
advance of the meeting or, if later,  the seventh day following the first public
announcement of the date of the meeting.


                      STOCKHOLDER PROPOSALS AND SUBMISSIONS

If any  stockholder  wishes to present a  proposal  for  inclusion  in the proxy
materials to be  solicited  by the ePlus Board of Directors  with respect to the
next annual meeting of  stockholders,  that proposal must be presented to ePlus'
management prior to April 4, 2004.

In accordance with ePlus' Bylaws, for a stockholder proposal or nomination to be
considered  at a meeting of  stockholders,  the  proposal  must be  submitted in
writing  to the  Secretary  of ePlus  not less than 90 days in  advance  of such
meeting or, if later, the seventh day following the first public announcement of
the date of such meeting.

Whether or not you expect to be present at the annual  meeting,  please sign and
return the enclosed  proxy card promptly.  Your vote is important.  If you are a
stockholder  of record and attend the annual meeting and wish to vote in person,
you may withdraw your proxy at any time prior to the vote.


                                      -32-





                                   APPENDIX A

             PROPOSED AMENDMENT TO THE CERTIFICATE OF INCORPORATION

Below is the full text of the proposed  amendment to the ePlus inc.  Certificate
of Incorporation.  The only change to the Certificate of Incorporation  affected
by this  amendment is to decrease the number of authorized  shares ePlus' stock,
as described in the proxy statement.

The  Corporation's  certificate of  incorporation  hereby is amended by deleting
existing  Article  "FOURTH" of the certificate of  incorporation in its entirety
and replacing it with the following language:

                                    "FOURTH"

               The total  number of shares  of all  classes  of stock  which the
          Corporation  shall have authority to issue is 27 million  (27,000,000)
          shares  consisting of 25 million  (25,000,000)  shares of common stock
          having a par value of $0.01  per  share  (the  "Common  Stock")  and 2
          million  (2,000,000)  shares of preferred  stock having a par value of
          $0.01 per share (the "Preferred Stock").

     The  Board of  Directors  of the  Corporation  is  authorized,  subject  to
     limitations  prescribed by law, to provide by resolution or resolutions for
     the issuance of shares of the Preferred Stock as a class or in series, and,
     by filing a certificate of  designations,  pursuant to the Delaware General
     Corporation  Law, setting forth a copy of such resolution or resolutions to
     establish  from time to time the  number of shares to be  included  in each
     such series and to fix the designation,  powers,  preferences and rights of
     the  shares  of the class or of each  such  series  an the  qualifications,
     limitations,  and  restrictions  thereof.  The  authority  of the  Board of
     Directors with respect to the class or each series shall  include,  but not
     be limited to, determination of the following:

     (a)  the  number of shares  constituting  any  series  and the  distinctive
          designation of that series;

     (b)  the dividend rate of the shares of the class or of any series, whether
          dividends  shall be  cumulative,  and if so, from which date or dates,
          and the relative rights of priority, if any of payment of dividends on
          shares of the class or of that series;

     (c)  whether the class or any series shall have voting rights,  in addition
          to the voting  rights  provided  by law,  and if so, the terms of such
          voting rights;

     (d)  whether the class or any series shall have conversion  privileges and,
          if so, the terms and conditions of conversion, including provision for
          adjustment  of the  conversion  rate in such  events  as the  Board of
          Directors shall determine;


                                      A-1




     (e)  whether  or not the  shares  of the  class or of any  series  shall be
          redeemable,  and, if so, the terms and conditions of such  redemption,
          including  the  date or  dates  upon or  after  which  they  shall  be
          redeemable  and the  amount per share  payable in case of  redemption,
          which  amount may vary under  different  conditions  and at  different
          redemption dates;

     (f)  whether  the class or any  series  shall  have a sinking  fund for the
          redemption  or purchase of shares of the class or of that series,  and
          if so, the terms and amount of such sinking fund;

     (g)  the rights of the shares of the class or of any series in the event of
          voluntary or involuntary dissolution or winding up of the Corporation,
          and the relative  rights of priority,  if any, of payment of shares of
          the class or of that series; and

     (h)  any other powers, preferences, rights, qualifications, limitations and
          restrictions of the class or of that series.

     All  rights  accruing  to the  outstanding  shares of the  Corporation  not
     expressly  provided for to the  contrary  herein or in any  certificate  of
     designation shall be vested exclusively in the Common Stock."


                                      A-2




                                   APPENDIX B

                                   EPLUS INC.
               AMENDED AND RESTATED 1998 LONG-TERM INCENTIVE PLAN


                                    ARTICLE I
                                     PURPOSE

     1.1.  GENERAL.  The  purpose of the ePlus inc.  Amended and  Restated  1998
Long-Term Incentive Plan (the "Plan") is to promote the success, and enhance the
value, of ePlus inc. (the  "Corporation"),  by linking the personal interests of
its  employees,  officers,  consultants  and  directors to those of  Corporation
stockholders  and by providing  such persons with an incentive  for  outstanding
performance.  The  Plan  is  further  intended  to  provide  flexibility  to the
Corporation  in its ability to  motivate,  attract,  and retain the  services of
employees,  officers,  consultants and directors upon whose judgment,  interest,
and special  effort the  successful  conduct of the  Corporation's  operation is
largely dependent.  Accordingly,  the Plan permits the grant of incentive awards
from time to time to selected employees, officers, consultants and directors. In
addition,   the  Plan  provides  for  automatic  annual  grants  of  options  to
Non-Employee Directors of the Corporation as provided in Article 13.

                                    ARTICLE 2
                                 EFFECTIVE DATE

     2.1.  EFFECTIVE DATE. The Plan shall be effective as of the date upon which
it shall be  approved by the Board (the  "Effective  Date").  However,  the Plan
shall be submitted to the stockholders of the Corporation for approval within 12
months of the Board's approval thereof. No Incentive Stock Options granted under
the Plan may be exercised prior to approval of the Plan by the  stockholders and
if the  stockholders  fail to approve  the Plan  within 12 months of the Board's
approval thereof, any Incentive Stock Options previously granted hereunder shall
be automatically  converted to  Non-Qualified  Stock Options without any further
act. In the discretion of the Committee, Awards may be made to Covered Employees
which are intended to constitute qualified performance-based  compensation under
Code Section 162(m).  Any such Awards shall be contingent upon the  stockholders
having approved the Plan.

                                    ARTICLE 3
                                   DEFINITIONS

     3.1.  DEFINITIONS.  When a word or  phrase  appears  in this  Plan with the
initial letter capitalized, and the word or phrase does not commence a sentence,
the word or phrase shall  generally be given the meaning  ascribed to it in this
Section,  unless a clearly  different  meaning is required by the  context.  The
following words and phrases shall have the following meanings:

          "Award" means any Option,  Stock Appreciation Right,  Restricted Stock
     Award,   Performance  Unit  Award,  Dividend  Equivalent  Award,  or  Other


                                      B-1




     Stock-Based  Award,  or any other  right or  interest  relating to Stock or
     cash, granted to a Participant under the Plan.

          "Award  Agreement"  means any written  agreement,  contract,  or other
     instrument or document evidencing an Award.

          "Board" means the Board of Directors of the Corporation.

          "Cause" as a reason for a  Participant's  termination of employment or
     service as a director or  consultant  shall have the meaning  assigned such
     term in the written  employment or other  agreement,  if any,  between such
     Participant and the Corporation or an affiliated company, provided, however
     that if there is no such  agreement in which such term is defined,  "Cause"
     shall mean any of the following acts by the  Participant,  as determined by
     the Board:  gross neglect of duty,  prolonged absence from duty without the
     consent of the Corporation,  intentionally engaging in any activity that is
     in  conflict  with or adverse to the  business  or other  interests  of the
     Corporation,  or willful  misconduct,  misfeasance  or  malfeasance of duty
     which is reasonably determined to be detrimental to the Corporation.

          "Change in Control" means and includes each of the following:

               (1) The  acquisition by any  individual,  entity or group (within
          the  meaning  of  Section  13(d)(3)  or  14(d)(2)  of the 1934 Act) (a
          "Person") of  beneficial  ownership  (within the meaning of Rule 13d-3
          promulgated  under the 1934 Act) of 25% or more of the combined voting
          power of the then  outstanding  voting  securities of the  Corporation
          entitled  to  vote   generally  in  the  election  of  directors  (the
          "Outstanding Corporation Voting Securities");  provided, however, that
          for purposes of this subsection (1), the following  acquisitions shall
          not  constitute a Change of Control:  (1) any  acquisition by a Person
          who is on the Effective  Date the  beneficial  owner of 25% or more of
          the Outstanding  Corporation  Voting  Securities,  (2) any acquisition
          directly from the Corporation, (3) any acquisition by the Corporation,
          (4) any  acquisition  by any employee  benefit plan (or related trust)
          sponsored  or  maintained  by  the   Corporation  or  any  corporation
          controlled  by  the  Corporation,   or  (5)  any  acquisition  by  any
          corporation pursuant to a transaction which complies with clauses (1),
          (2) and (3) of subsection (3) of this definition; or

               (2)  Individuals  who, as of the Effective  Date,  constitute the
          Board (the  "Incumbent  Board")  cease for any reason to constitute at
          least a majority of the Board; provided,  however, that any individual
          becoming a director  subsequent to the Effective Date whose  election,
          or  nomination  for election by the  Corporation's  stockholders,  was
          approved  by a vote  of at  least a  majority  of the  directors  then
          comprising  the  Incumbent  Board shall be  considered  as though such
          individual were a member of the Incumbent  Board,  but excluding,  for
          this purpose,  any such individual whose initial  assumption of office



                                      B-2





          occurs as a result of an actual or  threatened  election  contest with
          respect to the  election or removal of  directors  or other  actual or
          threatened  solicitation  of proxies or  consents by or on behalf of a
          Person other than the Board; or

               (3) Consummation of a reorganization,  merger or consolidation or
          sale or other disposition of all or substantially all of the assets of
          the  Corporation  (a "Business  Combination"),  in each case,  unless,
          following such Business  Combination,  (1) all or substantially all of
          the  individuals  and entities who were the  beneficial  owners of the
          Outstanding  Corporation  Voting Securities  immediately prior to such
          Business  Combination  beneficially own, directly or indirectly,  more
          than 50% of the combined voting power of the then  outstanding  voting
          securities  entitled to vote generally in the election of directors of
          the corporation  resulting from such Business Combination  (including,
          without   limitation,   a  corporation  which  as  a  result  of  such
          transaction  owns the Corporation or all or  substantially  all of the
          Corporation's   assets   either   directly  or  through  one  or  more
          subsidiaries)   in   substantially   the  same  proportions  as  their
          ownership,  immediately  prior  to such  Business  Combination  of the
          Outstanding  Corporation Voting  Securities,  (2) no Person (excluding
          any  corporation  resulting  from  such  Business  Combination  or any
          employee  benefit plan (or related  trust) of the  Corporation or such
          corporation  resulting  from such Business  Combination)  beneficially
          owns, directly or indirectly, 25% or more of the combined voting power
          of the then outstanding  voting securities of such corporation  except
          to the  extent  that  such  ownership  existed  prior to the  Business
          Combination,  and (3) at least a majority  of the members of the Board
          of  Directors  of  the   corporation   resulting  from  such  Business
          Combination  were  members of the  Incumbent  Board at the time of the
          execution  of the  initial  agreement,  or of the action of the Board,
          providing for such Business Combination; or

               (4) Approval by the stockholders of the Corporation of a complete
          liquidation or dissolution of the Corporation.

               "Code" means the Internal  Revenue Code of 1986,  as amended from
          time to time.

               "Committee" means the committee of the Board described in Article
          4.

               "Corporation" means ePlus inc., a Delaware corporation.

               "Covered  Employee"  means a covered  employee as defined in Code
          Section 162(m)(3).

     "Disability"  shall mean any illness or other physical or mental  condition
of a  Participant  that  renders the  Participant  incapable of  performing  his
customary and usual duties for the  Corporation,  or any medically  determinable
illness or other  physical or mental  condition  resulting from a bodily injury,
disease or mental disorder which, in the judgment of the Committee, is permanent
and  continuous  in nature.  The  Committee  may require  such  medical or other


                                      B-3




evidence  as it deems  necessary  to judge  the  nature  and  permanency  of the
Participant's condition. Notwithstanding the above, with respect to an Incentive
Stock Option, Disability shall mean Permanent and Total Disability as defined in
Section 22(e)(3) of the Code.

     "Dividend  Equivalent" means a right granted to a Participant under Article
11.

     "Effective Date" has the meaning assigned such term in Section 2.1.

     "Fair  Market  Value,"  on any date,  means (1) if the Stock is listed on a
securities  exchange or is traded over the Nasdaq National  Market,  the closing
sales price on such exchange or over such system on such date or, in the absence
of  reported  sales on such date,  the closing  sales  price on the  immediately
preceding date on which sales were  reported,  or (2) if the Stock is not listed
on a securities  exchange or traded over the Nasdaq  National  Market,  the mean
between  the bid an offered  prices as quoted by Nasdaq for such date,  provided
that if it is determined that the fair market value is not properly reflected by
such Nasdaq  quotations,  Fair  Market  Value will be  determined  by such other
method as the Committee determines in good faith to be reasonable.

     "Incentive  Stock  Option"  means an Option  that is  intended  to meet the
requirements of Section 422 of the Code or any successor provision thereto.

     "Non-Employee  Director" means a member of the Board who is not an employee
of the Corporation or any Parent or Subsidiary.

     "Non-Qualified Stock Option" means an Option that is not an Incentive Stock
Option.

     "Option" means a right granted to a Participant  under the Plan to purchase
Stock at a specified  price  during  specified  time  periods.  An Option may be
either an Incentive Stock Option or a Non-Qualified Stock Option; provided, that
Options granted under Article 13 shall be Non-Qualified Options.

     "Other  Stock-Based  Award" means a right,  granted to a Participant  under
Article 12, that  relates to or is valued by  reference to Stock or other Awards
relating to Stock.

     "Parent" means a corporation  which owns or beneficially owns a majority of
the outstanding  voting stock or voting power of the Corporation.  For Incentive
Stock Options, the term shall have the same meaning as set forth in Code Section
424(e).

     "Participant"  means a person who, as an employee,  officer,  consultant or
director of the Corporation or any  Subsidiary,  has been granted an Award under
the Plan.

     "Performance  Unit" means a right granted to a Participant under Article 9,
to receive cash, Stock, or other Awards, the payment of which is contingent upon
achieving certain performance goals established by the Committee.

                                      B-4





     "Plan" means the ePlus inc.  Amended and Restated 1998 Long-Term  Incentive
Plan, as amended from time to time.

     "Restricted Stock Award" means Stock granted to a Participant under Article
10 that is subject to certain restrictions and to risk of forfeiture.

     "Retirement"  means a  Participant's  termination  of  employment  with the
Corporation, Parent or Subsidiary after attaining any normal or early retirement
age  specified  in any  pension,  profit  sharing  or other  retirement  program
sponsored by the Corporation,  or, in the event of the  inapplicability  thereof
with respect to the person in question,  as  determined  by the Committee in its
reasonable judgment.

     "Stock" means the $.01 par value common stock of the  Corporation  and such
other  securities of the Corporation as may be substituted for Stock pursuant to
Article 15.

     "Stock  Appreciation Right" or "SAR" means a right granted to a Participant
under  Article 8 to receive a payment equal to the  difference  between the Fair
Market  Value of a share of Stock as of the date of exercise of the SAR over the
grant price of the SAR, all as determined pursuant to Article 8.

     "Subsidiary" means any corporation,  limited liability company, partnership
or other  entity of which a majority of the  outstanding  voting stock or voting
power is  beneficially  owned  directly or  indirectly by the  Corporation.  For
Incentive  Stock  Options,  the term  shall have the  meaning  set forth in Code
Section 424(f).

     "1933 Act" means the Securities Act of 1933, as amended from time to time.

     "1934 Act" means the Securities  Exchange Act of 1934, as amended from time
to time.


                                    ARTICLE 4
                                 ADMINISTRATION

     4.1.  COMMITTEE.  The  Plan  shall  be  administered  by  the  Compensation
Committee of the Board or, at the  discretion of the Board from time to time, by
the Board.  The Committee  shall consist of two or more members of the Board. It
is intended  that the  directors  appointed to serve on the  Committee  shall be
"non-employee directors" (within the meaning of Rule 16b-3 promulgated under the
1934 Act) and "outside directors" (within the meaning of Code Section 162(m) and
the  regulations  thereunder).  However,  the mere fact that a Committee  member
shall fail to  qualify  under  either of the  foregoing  requirements  shall not
invalidate any Award made by the Committee which Award is otherwise validly made
under the Plan.  The members of the Committee  shall be appointed by, and may be
changed  at any time and from  time to time in the  discretion  of,  the  Board.
During any time that the Board is acting as  administrator of the Plan, it shall
have all the powers of the Committee hereunder,  and any reference herein to the
Committee (other than in this Section 4.1) shall include the Board.

                                      B-5





     4.2. ACTION BY THE COMMITTEE.  For purposes of administering  the Plan, the
following  rules of  procedure  shall  govern the  Committee.  A majority of the
Committee  shall  constitute  a quorum.  The acts of a majority  of the  members
present  at any  meeting  at  which a  quorum  is  present,  and  acts  approved
unanimously  in writing by the  members of the  Committee  in lieu of a meeting,
shall be deemed  the acts of the  Committee.  Each  member of the  Committee  is
entitled  to, in good  faith,  rely or act upon any report or other  information
furnished to that member by any officer or other employee of the  Corporation or
any  Parent  or  Subsidiary,  the  Corporation's  independent  certified  public
accountants,  or any executive  compensation  consultant  or other  professional
retained by the Corporation to assist in the administration of the Plan.

     4.3.  AUTHORITY OF COMMITTEE.  Except as provided below,  the Committee has
the exclusive  power,  authority and discretion to do the  following;  except as
such discretion shall be limited by the automatic  provisions of Article 13 with
respect to annual grants of Options to Non-Employee Directors:

          (a) Designate Participants;

          (b)  Determine  the type or  types of  Awards  to be  granted  to each
     Participant;

          (c)  Determine  the number of Awards to be  granted  and the number of
     shares of Stock to which an Award will relate;

          (d) Determine the terms and  conditions of any Award granted under the
     Plan,  including but not limited to, the exercise  price,  grant price,  or
     purchase price,  any restrictions or limitations on the Award, any schedule
     for lapse of forfeiture  restrictions or restrictions on the exercisability
     of an Award, and  accelerations  or waivers thereof,  based in each case on
     such considerations as the Committee in its sole discretion determines;

          (e) Accelerate the vesting, exercisability or lapse of restrictions of
     any outstanding  Award,  based in each case on such  considerations  as the
     Committee in its sole discretion determines;

          (f) Determine whether, to what extent, and under what circumstances an
     Award may be settled in, or the exercise  price of an Award may be paid in,
     cash, Stock, other Awards, or other property,  or an Award may be canceled,
     forfeited, or surrendered;

          (g)  Prescribe  the form of each  Award  Agreement,  which need not be
     identical for each Participant;

          (h) Decide all other  matters that must be  determined  in  connection
     with an Award;

          (i)  Establish,  adopt or revise any rules and  regulations  as it may
     deem necessary or advisable to administer the Plan;


                                      B-6




          (j) Make all other decisions and  determinations  that may be required
     under  the  Plan  or as the  Committee  deems  necessary  or  advisable  to
     administer the Plan; and

          (k) Amend the Plan or any Award Agreement as provided herein; and

          (l) Adopt  such  modifications,  procedures,  and  subplans  as may be
     necessary or desirable  to comply with  provisions  of the laws of non-U.S.
     jurisdictions  in which the  Corporation  or any Parent or  Subsidiary  may
     operate, in order to assure the viability of the benefits of Awards granted
     to  participants  located  in such  other  jurisdictions  and to  meet  the
     objectives of the Plan.

     Notwithstanding  the  above,  the  Board  or the  Committee  may  expressly
delegate to a special committee consisting of one or more directors who are also
officers  of the  Corporation  some or all of the  Committee's  authority  under
subsections  (a) through (g) above with respect to those  eligible  Participants
who, at the time of grant are not, and are not anticipated to be become,  either
(1) Covered  Employees or (2) persons  subject to the insider  trading  rules of
Section 16 of the 1934 Act.

     4.4.  DECISIONS  BINDING.  The Committee's  interpretation of the Plan, any
Awards  granted  under  the Plan,  any Award  Agreement  and all  decisions  and
determinations by the Committee with respect to the Plan are final, binding, and
conclusive on all parties.

                                    ARTICLE 5
                           SHARES SUBJECT TO THE PLAN

     5.1.  NUMBER OF SHARES.  Subject to adjustment as provided in Section 15.1,
the  aggregate  number of shares of Stock  reserved and  available for Awards or
which may be used to  provide a basis of  measurement  for or to  determine  the
value of an Award (such as with a Stock  Appreciation  Right or Performance Unit
Award) shall be 3,000,000.  Notwithstanding the foregoing,  not more than 10% of
the shares  authorized  herein may be granted as Awards of  Restricted  Stock or
unrestricted Stock Awards.

     5.2.  LAPSED AWARDS.  To the extent that an Award is canceled,  terminates,
expires,  lapses or is forfeited for any reason,  any shares of Stock subject to
the Award will again be  available  for the grant of an Award under the Plan and
shares subject to SARs or other Awards settled in cash will be available for the
grant of an Award under the Plan.

     5.3.  STOCK  DISTRIBUTED.  Any Stock  distributed  pursuant to an Award may
consist,  in whole or in part, of authorized and unissued Stock,  treasury Stock
or Stock purchased on the open market.

     5.4. LIMITATION ON AWARDS. Notwithstanding any provision in the Plan to the
contrary (but subject to adjustment  as provided in Section  15.1),  the maximum
number of shares of Stock with respect to one or more  Options  and/or SARs that
may be granted  during any one  calendar  year under the Plan to any one Covered



                                      B-7






Employee  shall be 500,000.  The maximum fair market  value  (measured as of the
date of grant) of any Awards other than Options and SARs that may be received by
a Covered  Employee (less any  consideration  paid by the  Participant  for such
Award) during any one calendar year under the Plan shall be $2,000,000.

                                    ARTICLE 6
                                   ELIGIBILITY

     6.1. GENERAL.  Awards may be granted only to individuals who are employees,
officers, consultants or directors of the Corporation or a Parent or Subsidiary.

                                    ARTICLE 7
                                  STOCK OPTIONS

     7.1. GENERAL. The Committee is authorized to grant Options to
Participants on the following terms and conditions:

          (a) Exercise  Price.  The  exercise  price per share of Stock under an
     Option shall be  determined  by the  Committee,  provided that the exercise
     price for any Option shall not be less than the Fair Market Value as of the
     date of the grant.

          (b) Time And Conditions Of Exercise. The Committee shall determine the
     time or  times at which an  Option  may be  exercised  in whole or in part,
     subject  to  Section  7.1(e).   The  Committee  also  shall  determine  the
     performance or other conditions,  if any, that must be satisfied before all
     or part of an Option may be exercised or vested.  The  Committee  may waive
     any  exercise or vesting  provisions  at any time in whole or in part based
     upon factors as the Committee may determine in its sole  discretion so that
     the Option becomes exerciseable or vested at an earlier date. The Committee
     may permit an  arrangement  whereby  receipt of Stock upon  exercise  of an
     Option is delayed until a specified future date.

          (c) Payment.  The Committee  shall  determine the methods by which the
     exercise  price of an Option may be paid,  the form of payment,  including,
     without  limitation,  cash,  shares of Stock, or other property  (including
     "cashless exercise" arrangements), and the methods by which shares of Stock
     shall be delivered or deemed to be delivered to Participants; provided that
     if shares of Stock are used to pay the  exercise  price of an Option,  such
     shares must have been held by the Participant for at least six months. When
     shares of Stock are  delivered,  such  delivery  may be by  attestation  of
     ownership or actual delivery of one or more certificates.

          (d)  Evidence Of Grant.  All Options  shall be  evidenced by a written
     Award  Agreement  between the Corporation  and the  Participant.  The Award
     Agreement shall include such provisions, not inconsistent with the Plan, as
     may be  specified  by the  Committee  or,  in the case of  Options  granted
     pursuant to Article 13, by the provisions of Article 13.


                                      B-8






     7.2.  INCENTIVE  STOCK  OPTIONS.  The terms of any Incentive  Stock Options
granted under the Plan must comply with the following additional rules:

          (a) Exercise Price. The exercise price per share of Stock shall be set
     by the Committee,  provided that the exercise price for any Incentive Stock
     Option  shall not be less than the Fair Market  Value as of the date of the
     grant.

          (b)  Exercise.   In  no  event  may  any  Incentive  Stock  Option  be
     exercisable for more than ten years from the date of its grant.

          (c) Lapse Of Option.  An Incentive  Stock Option shall lapse under the
     earliest  of the  following  circumstances;  provided,  however,  that  the
     Committee may,  prior to the lapse of the Incentive  Stock Option under the
     circumstances  described in paragraphs  (3), (4) and (5) below,  provide in
     writing that the Option will extend until a later date, but if an Option is
     exercised  after the dates  specified in paragraphs (3), (4) and (5) below,
     it will automatically become a Non-Qualified Stock Option:

          (1) The Incentive Stock Option shall lapse as of the option expiration
     date set forth in the Award Agreement.

          (2) The  Incentive  Stock  Option  shall  lapse ten years  after it is
     granted, unless an earlier time is set in the Award Agreement.

          (3) If the Participant terminates employment for any reason other than
     as provided in paragraph (4) or (5) below, the Incentive Stock Option shall
     lapse,  unless  it  is  previously   exercised,   three  months  after  the
     Participant's  termination of employment;  provided,  however,  that if the
     Participant's  employment is terminated by the Corporation  for Cause,  the
     Incentive Stock Option shall (to the extent not previously exercised) lapse
     immediately.

          (4)  If  the  Participant  terminates  employment  by  reason  of  his
     Disability, the Incentive Stock Option shall lapse, unless it is previously
     exercised, one year after the Participant's termination of employment.

          (5) If the Participant dies while employed,  or during the three-month
     period  described in paragraph (3) or during the one-year period  described
     in paragraph (4) and before the Option otherwise  lapses,  the Option shall
     lapse one year after the Participant's death. Upon the Participant's death,
     any   exercisable   Incentive   Stock  Options  may  be  exercised  by  the
     Participant's beneficiary, determined in accordance with Section 14.6.

     Unless the  exercisability  of the Incentive Stock Option is accelerated as
provided in Article 15, if a Participant  exercises an Option after  termination


                                      B-9




of employment,  the Option may be exercised only with respect to the shares that
were otherwise vested on the Participant's termination of employment.

     (d)  Individual  Dollar   Limitation.   The  aggregate  Fair  Market  Value
(determined as of the time an Award is made) of all shares of Stock with respect
to which Incentive  Stock Options are first  exercisable by a Participant in any
calendar year may not exceed $100,000.00.

     (e) Ten Percent  Owners.  No Incentive Stock Option shall be granted to any
individual  who,  at the date of  grant,  owns  stock  possessing  more than ten
percent  of the  total  combined  voting  power of all  classes  of stock of the
Corporation  or any Parent or Subsidiary  unless the exercise price per share of
such Option is at least 110% of the Fair Market  Value per share of Stock at the
date of grant and the Option  expires no later than five years after the date of
grant.

     (f) Expiration Of Incentive  Stock Options.  No Award of an Incentive Stock
Option may be made pursuant to the Plan after the day  immediately  prior to the
tenth anniversary of the Effective Date.

     (g) Right To Exercise.  During a Participant's lifetime, an Incentive Stock
Option  may be  exercised  only  by the  Participant  or,  in  the  case  of the
Participant's Disability, by the Participant's guardian or legal representative.

     (h) Non-Employees. The Committee may not grant an Incentive Stock Option to
a non-employee.  The Committee may grant an Incentive Stock Option to a director
who is also an employee of the  Corporation  or Parent or Subsidiary but only in
that individual's position as an employee and not as a director.


                                    ARTICLE 8
                            STOCK APPRECIATION RIGHTS

     8.1.  GRANT OF STOCK  APPRECIATION  RIGHTS.  The Committee is authorized to
grant Stock  Appreciation  Rights to  Participants  on the  following  terms and
conditions:

          (a) Right To Payment. Upon the exercise of a Stock Appreciation Right,
     the  Participant to whom it is granted has the right to receive the excess,
     if any, of:

               (1) The Fair  Market  Value of one  share of Stock on the date of
          exercise; over

               (2) The grant price of the Stock Appreciation Right as determined
          by the  Committee,  which shall not be less than the Fair Market Value
          of one share of Stock on the date of grant.

          (b) Other  Terms.  All awards of Stock  Appreciation  Rights  shall be
     evidenced by an Award Agreement. The terms, methods of exercise, methods of


                                      B-10




     settlement,  form of  consideration  payable in  settlement,  and any other
     terms and conditions of any Stock Appreciation Right shall be determined by
     the  Committee at the time of the grant of the Award and shall be reflected
     in the Award Agreement.

                                    ARTICLE 9
                                PERFORMANCE UNITS

     9.1.  GRANT OF  PERFORMANCE  UNITS.  The  Committee is  authorized to grant
Performance  Units  to  Participants  on such  terms  and  conditions  as may be
selected by the Committee.  The Committee shall have the complete  discretion to
determine the number of Performance Units granted to each  Participant,  subject
to Section 5.4. All Awards of  Performance  Units shall be evidenced by an Award
Agreement.

     9.2. RIGHT TO PAYMENT.  A grant of Performance  Units gives the Participant
rights,  valued as determined by the  Committee,  and payable to, or exercisable
by, the  Participant to whom the Performance  Units are granted,  in whole or in
part, as the Committee  shall  establish at grant or  thereafter.  The Committee
shall set  performance  goals and other  terms or  conditions  to payment of the
Performance Units in its discretion which, depending on the extent to which they
are met, will determine the number and value of  Performance  Units that will be
paid to the Participant.

     9.3. OTHER TERMS. Performance Units may be payable in cash, Stock, or other
property,  and have  such  other  terms  and  conditions  as  determined  by the
Committee and reflected in the Award Agreement.


                                   ARTICLE 10
                             RESTRICTED STOCK AWARDS

     10.1. GRANT OF RESTRICTED STOCK. The Committee is authorized to make Awards
of Restricted  Stock to  Participants  in such amounts and subject to such terms
and  conditions  as may be selected by the  Committee.  All Awards of Restricted
Stock shall be evidenced by a Restricted Stock Award Agreement.

     10.2. ISSUANCE AND RESTRICTIONS.  Restricted Stock shall be subject to such
restrictions  on  transferability  and other  restrictions  as the Committee may
impose  (including,  without  limitation,  limitations  on  the  right  to  vote
Restricted  Stock or the right to receive  dividends on the  Restricted  Stock).
These  restrictions may lapse separately or in combination at such times,  under
such circumstances,  in such installments,  upon the satisfaction of performance
goals or otherwise,  as the Committee determines at the time of the grant of the
Award or thereafter.

     10.3.  FORFEITURE.  Except as otherwise  determined by the Committee at the
time of the grant of the Award or  thereafter,  upon  termination  of employment
during  the  applicable   restriction  period  or  upon  failure  to  satisfy  a
performance goal during the applicable restriction period, Restricted Stock that
is at that time subject to restrictions shall be forfeited and reacquired by the


                                      B-11




Corporation;  provided,  however,  that the  Committee  may provide in any Award
Agreement  that  restrictions  or forfeiture  conditions  relating to Restricted
Stock will be waived in whole or in part in the event of terminations  resulting
from specified causes, and the Committee may in other cases waive in whole or in
part restrictions or forfeiture conditions relating to Restricted Stock.

     10.4. CERTIFICATES FOR RESTRICTED STOCK. Restricted Stock granted under the
Plan may be  evidenced  in such  manner as the  Committee  shall  determine.  If
certificates  representing shares of Restricted Stock are registered in the name
of the Participant,  certificates  must bear an appropriate  legend referring to
the terms, conditions, and restrictions applicable to such Restricted Stock.

                                   ARTICLE 11
                              DIVIDEND EQUIVALENTS

     11.1. GRANT OF DIVIDEND  EQUIVALENTS.  The Committee is authorized to grant
Dividend Equivalents to Participants subject to such terms and conditions as may
be selected by the Committee. Dividend Equivalents shall entitle the Participant
to receive  payments  equal to dividends with respect to all or a portion of the
number of shares of Stock subject to an Award,  as determined by the  Committee.
The Committee may provide that Dividend  Equivalents be paid or distributed when
accrued or be deemed to have been  reinvested in additional  shares of Stock, or
otherwise reinvested.


                                   ARTICLE 12
                            OTHER STOCK-BASED AWARDS

     12.1.  GRANT OF OTHER  STOCK-BASED  AWARDS.  The  Committee is  authorized,
subject to limitations under applicable law, to grant to Participants such other
Awards  that are  payable  in,  valued in whole or in part by  reference  to, or
otherwise  based on or related to shares of Stock, as deemed by the Committee to
be consistent with the purposes of the Plan, including without limitation shares
of Stock  awarded  purely as a "bonus"  and not subject to any  restrictions  or
conditions,   convertible  or  exchangeable   debt   securities,   other  rights
convertible or exchangeable into shares of Stock, and Awards valued by reference
to  book  value  of  shares  of  Stock  or the  value  of  securities  of or the
performance of specified Parents or Subsidiaries.  The Committee shall determine
the terms and conditions of such Awards.

                                   ARTICLE 13
                Annual Award of options to Non-Employee Directors

     13.1. GRANT OF OPTIONS.  Each Non-Employee  Director who is serving in such
capacity  as of the  day  following  the  annual  meeting  of the  Corporation's
stockholders  ("Annual  Meeting") held in 1998 shall be granted a  Non-Qualified
Option to  purchase  up to 10,000  shares of Stock,  subject  to  adjustment  as
provided  in  Section  15.1.  As of the day  following  each  subsequent  Annual
Meeting,  each Non-Employee  Director who is serving in such capacity as of such
date shall be granted a Non-Qualified Option to purchase 10,000 shares of Stock,
subject to adjustment  as provided in Section  15.1.  Each such day that Options
are to be granted under this Article 13 is referred to  hereinafter  as a "Grant
Date."

                                      B-12




     If on any Grant Date,  shares of Stock are not available  under the Plan to
grant to Non-Employee  Directors the full amount of a grant  contemplated by the
immediately  preceding paragraph,  then each Non-Employee Director shall receive
an Option (a "Reduced  Grant") to purchase shares of Stock in an amount equal to
the  number of shares of Stock  then  available  under the Plan  divided  by the
number of  Non-Employee  Directors as of the applicable  Grant Date.  Fractional
shares shall be ignored and not granted.

     If a Reduced  Grant has been made and,  thereafter,  during the term of the
Plan,  additional  shares of Stock become available for grant,  then each person
who was a  Non-Employee  Director  both on the Grant  Date on which the  Reduced
Grant was made and on the date  additional  shares of Stock become  available (a
"Continuing  Non-Employee  Director")  shall  receive  an  additional  Option to
purchase shares of Stock.  The number of newly available shares shall be divided
equally  among the Options  granted to the  Continuing  Non-Employee  Directors;
provided,  however,  that the  aggregate  number of shares of Stock subject to a
Continuing  Non-Employee  Director's  additional  Option plus any prior  Reduced
Grant to the Continuing Non-Employee Director on the applicable Grant Date shall
not exceed 10,000 shares  (subject to adjustment  pursuant to Section 15.1).  If
more than one Reduced  Grant has been made,  available  Options shall be granted
beginning with the earliest such Grant Date.

     13.2.  OPTION  PRICE.  The option price for each Option  granted under this
Article 13 shall be the Fair Market Value on the date of grant of the Option.

     13.3.  Term. Each Option granted under this Article 13 shall, to the extent
not previously exercised,  terminate and expire on the date ten (10) years after
the date of grant of the  option,  unless  earlier  terminated  as  provided  in
Section 13.4.

     13.4.  LAPSE OF OPTION.  An Option  granted under this Article 13 shall not
automatically  lapse by  reason  of the  Participant  ceasing  to  qualify  as a
Non-Employee  Director but remaining as a member of the Board. An Option granted
under  this  Article  13  shall  lapse  under  the  earliest  of  the  following
circumstances:

          (1) The Option shall lapse ten years after it is granted.

          (2) If the  Participant  ceases  to serve as a member of the Board for
     any reason other than as provided in paragraph (3) or (4) below, the Option
     shall  lapse,  unless it is  previously  exercised,  three months after the
     Participant's termination as a member of the Board; provided, however, that
     if the Participant is removed for cause  (determined in accordance with the
     Corporation's  Bylaws,  as amended from time to time), the Option shall (to
     the extent not previously exercised) lapse immediately.

          (3) If the  Participant  ceases  to serve as a member  of the Board by
     reason of his Disability,  the Option shall lapse,  unless it is previously
     exercised, one year after the Participant's  termination as a member of the
     Board.

                                      B-13




          (4) If the Participant dies while serving as a member of the Board, or
     during the  three-month  period  described in  paragraph  (2) or during the
     one-year period  described in paragraph (3) and before the Option otherwise
     lapses, the Option shall lapse one year after the Participant's death. Upon
     the  Participant's  death, any exercisable  Options may be exercised by the
     Participant's beneficiary, determined in accordance with Section 14.6.

     If a Participant  exercises Options after termination of his service on the
Board,  he may  exercise  the Options  only with respect to the shares that were
otherwise  exercisable  on the date of  termination of his service on the Board.
Such  exercise  otherwise  shall be subject to the terms and  conditions of this
Article 13.

     13.5.  Exercisability.  Each Option  granted under this Article 13 shall be
immediately  exercisable,  in whole or in part, on the first  anniversary of the
date of grant.

     13.6.  Exercise and Payment.  An Option granted under this Article 13 shall
be exercised by written notice  directed to the Secretary of the Corporation (or
his designee) and  accompanied by payment in full of the exercise price in cash,
by check, in shares of Stock, or in any  combination  thereof;  provided that if
shares of Stock  surrendered  in payment of the exercise  price were  themselves
acquired otherwise than on the open market,  such shares shall have been held by
the  Participant  for at  least  six  months.  To  the  extent  permitted  under
Regulation T of the Federal Reserve Board, and subject to applicable  securities
laws,  such Options may be exercised  through a broker in a so-called  "cashless
exercise"  whereby the broker sells the Option  shares and  delivers  cash sales
proceeds to the Corporation in payment of the exercise price.

     13.7.  Transferability  of  Options.  Any Option  granted  pursuant to this
Article 13 shall be assignable or  transferable  by the  Participant by will, by
the laws of descent  and  distribution,  or  pursuant  to a  qualified  domestic
relations  order that would  satisfy  Section  414(p)(1)(A)  of the Code if such
section  applied to an Award under the Plan.  In  addition,  any Option  granted
pursuant to this Article 13 shall be  transferable  by the Participant to any of
the following permitted  transferees,  upon such reasonable terms and conditions
as the Committee may establish (and, unless specifically  permitted by the Board
in advance,  such transfers  shall be limited to one transfer per Participant to
no more than four transferees):  (1) one or more of the following family members
of the  Participant:  any  child,  stepchild,  grandchild,  parent,  stepparent,
grandparent,   spouse,  sibling,   mother-in-law,   father-in-law,   son-in-law,
daughter-in-law,    brother-in-law,   or   sister-in-law,   including   adoptive
relationships, (2) a trust, partnership or other entity established and existing
for the sole  benefit of, or under the sole control of, one or more of the above
family  members of the  Participant,  or (3) any other  transferee  specifically
approved by the  Committee  after  taking into account any state or federal tax,
securities or other laws applicable to transferable options.

     13.8.  Termination  of Article 13. No Options  shall be granted  under this
Article 13 after September 1, 2006.

     13.9.  Non-Exclusivity.  Nothing  in this  Article  13 shall  prohibit  the
Committee from making discretionary Awards to Non-Employee Directors pursuant to
the other  provisions  of the Plan before or after  September  1, 2006.  Options


                                      B-14




granted  pursuant to this Article 13 shall be governed by the provisions of this
Article 13 and by other  provisions  of the Plan to the extent not  inconsistent
with the provisions of Article 13.

                                   ARTICLE 14
                         PROVISIONS APPLICABLE TO AWARDS

     14.1. STAND-ALONE,  TANDEM, AND SUBSTITUTE AWARDS. Awards granted under the
Plan may, in the  discretion  of the  Committee,  be granted  either alone or in
addition to, in tandem with,  or in  substitution  for, any other Award  granted
under the Plan. If an Award is granted in  substitution  for another Award,  the
Committee may require the surrender of such other Award in  consideration of the
grant of the new Award.  Awards  granted in  addition to or in tandem with other
Awards may be granted either at the same time as or at a different time from the
grant of such other Awards.

     14.2. EXCHANGE PROVISIONS.  The Committee may at any time offer to exchange
or buy out any previously granted Award for a payment in cash, Stock, or another
Award (subject to Section 14.1), based on the terms and conditions the Committee
determines and communicates to the Participant at the time the offer is made.

     14.3.  TERM OF AWARD.  The term of each  Award  shall be for the  period as
determined  by the  Committee,  provided  that in no event shall the term of any
Incentive Stock Option or a Stock  Appreciation Right granted in tandem with the
Incentive  Stock Option  exceed a period of ten years from the date of its grant
(or, if Section 7.2(e) applies, five years from the date of its grant).

     14.4. FORM OF PAYMENT FOR AWARDS.  Subject to the terms of the Plan and any
applicable  law or Award  Agreement,  payments  or  transfers  to be made by the
Corporation  or a Parent or  Subsidiary on the grant or exercise of an Award may
be made in such form as the Committee  determines at or after the time of grant,
including without limitation,  cash, Stock, other Awards, or other property,  or
any  combination,  and  may  be  made  in  a  single  payment  or  transfer,  in
installments, or on a deferred basis, in each case determined in accordance with
rules adopted by, and at the discretion of, the Committee.

     14.5.  LIMITS ON  TRANSFER.  No right or interest of a  Participant  in any
unexercised or restricted Award may be pledged,  encumbered,  or hypothecated to
or in favor of any party other than the  Corporation  or a Parent or Subsidiary,
or shall be subject to any lien, obligation, or liability of such Participant to
any  other  party  other  than the  Corporation  or a Parent or  Subsidiary.  No
unexercised  or  restricted  Award  shall be  assignable  or  transferable  by a
Participant  other  than by will or the laws of  descent  and  distribution  or,
except  in the  case  of an  Incentive  Stock  Option,  pursuant  to a  domestic
relations  order that would  satisfy  Section  414(p)(1)(A)  of the Code if such
Section  applied  to an  Award  under  the  Plan;  provided,  however,  that the
Committee  may (but  need  not)  permit  other  transfers  where  the  Committee
concludes that such transferability (1) does not result in accelerated taxation,
(2) does not cause any Option  intended to be an incentive  stock option to fail
to be described in Code Section  422(b),  and (3) is otherwise  appropriate  and
desirable,  taking into account any factors deemed relevant,  including  without


                                      B-15




limitation,  any  state  or  federal  tax  or  securities  laws  or  regulations
applicable to transferable Awards.

     14.6.  BENEFICIARIES.  Notwithstanding  Section 14.4, a Participant may, in
the manner determined by the Committee,  designate a beneficiary to exercise the
rights of the  Participant and to receive any  distribution  with respect to any
Award  upon the  Participant's  death.  A  beneficiary,  legal  guardian,  legal
representative, or other person claiming any rights under the Plan is subject to
all terms and conditions of the Plan and any Award  Agreement  applicable to the
Participant,  except  to the  extent  the Plan  and  Award  Agreement  otherwise
provide,  and to any additional  restrictions deemed necessary or appropriate by
the  Committee.   If  no  beneficiary   has  been  designated  or  survives  the
Participant,  payment shall be made to the Participant's estate.  Subject to the
foregoing, a beneficiary  designation may be changed or revoked by a Participant
at any time provided the change or revocation is filed with the Committee.

     14.7. STOCK  CERTIFICATES.  All Stock issuable under the Plan is subject to
any stop-transfer orders and other restrictions as the Committee deems necessary
or  advisable  to  comply  with  federal  or state  securities  laws,  rules and
regulations  and the rules of any  national  securities  exchange  or  automated
quotation system on which the Stock is listed,  quoted, or traded. The Committee
may place legends on any Stock certificate or issue instructions to the transfer
agent to reference restrictions applicable to the Stock.

     14.8. ACCELERATION UPON DEATH OR DISABILITY OR RETIREMENT.  Notwithstanding
any other  provision  in the Plan or any  Participant's  Award  Agreement to the
contrary,  upon the  Participant's  death or Disability during his employment or
service as a consultant or director, or upon the Participant's  Retirement,  all
outstanding  Options,  Stock Appreciation Rights, and other Awards in the nature
of rights that may be exercised (including,  without limitation, Options granted
pursuant to Article 13) shall become fully  exercisable and all  restrictions on
outstanding Awards shall lapse. Any Option or Stock  Appreciation  Rights Awards
shall  thereafter  continue or lapse in accordance with the other  provisions of
the Plan and the Award  Agreement.  To the  extent  that this  provision  causes
Incentive  Stock  Options to exceed the dollar  limitation  set forth in Section
7.2(d), the excess Options shall be deemed to be Non-Qualified Stock Options.

     14.9.  ACCELERATION UPON A CHANGE IN CONTROL.  Except as otherwise provided
in the  Award  Agreement,  upon the  occurrence  of a  Change  in  Control,  all
outstanding  Options,  Stock Appreciation Rights, and other Awards in the nature
of rights that may be exercised (including,  without limitation, Options granted
pursuant to Article 13) shall become fully  exercisable and all  restrictions on
outstanding  Awards shall lapse;  provided,  however that such acceleration will
not occur if, in the opinion of the Corporation's accountants, such acceleration
would  preclude  the use of "pooling of  interest"  accounting  treatment  for a
Change  in  Control  transaction  that  (1)  would  otherwise  qualify  for such
accounting treatment,  and (2) is contingent upon qualifying for such accounting
treatment.  To the extent that this provision  causes Incentive Stock Options to
exceed the dollar  limitation  set forth in Section  7.2(d),  the excess Options
shall be deemed to be Non-Qualified Stock Options.

                                      B-16




     14.10.  ACCELERATION  UPON  CERTAIN  EVENTS  NOT  CONSTITUTING  A CHANGE IN
CONTROL.  In the event of the  occurrence of any  circumstance,  transaction  or
event not constituting a Change in Control (as defined in Section 3.1) but which
the Board of Directors  deems to be, or to be  reasonably  likely to lead to, an
effective  change  in  control  of the  Corporation  of a nature  that  would be
required to be  reported  in  response to Item 6(e) of Schedule  14A of the 1934
Act, the Committee may in its sole discretion  declare all outstanding  Options,
Stock Appreciation  Rights, and other Awards in the nature of rights that may be
exercised  (including,  without limitation,  Options granted pursuant to Article
13) to be fully  exercisable,  and/or all restrictions on all outstanding Awards
to have lapsed,  in each case, as of such date as the Committee may, in its sole
discretion,  declare,  which  may  be on or  before  the  consummation  of  such
transaction or event. To the extent that this provision  causes  Incentive Stock
Options to exceed the dollar limitation set forth in Section 7.2(d),  the excess
Options shall be deemed to be Non-Qualified Stock Options.

     14.11.  ACCELERATION  FOR ANY OTHER REASON.  Regardless of whether an event
has occurred as described in Section 14.9 or 14.10 above,  the  Committee may in
its  sole  discretion  at  any  time  determine  that  all  or  a  portion  of a
Participant's Options, Stock Appreciation Rights, and other Awards in the nature
of rights that may be exercised (including,  without limitation, Options granted
pursuant to Article 13) shall become fully or partially exercisable, and/or that
all or a part of the restrictions on all or a portion of the outstanding  Awards
shall lapse,  in each case,  as of such date as the  Committee  may, in its sole
discretion, declare. The Committee may discriminate among Participants and among
Awards granted to a Participant  in exercising  its discretion  pursuant to this
Section 14.11.

     14.12.  EFFECT OF  ACCELERATION.  If an Award is accelerated  under Section
14.9 or 14.10, the Committee may, in its sole  discretion,  provide (1) that the
Award will expire after a designated  period of time after such  acceleration to
the extent not then exercised, (2) that the Award will be settled in cash rather
than  Stock,  (3)  that  the  Award  will be  assumed  by  another  party to the
transaction giving rise to the acceleration or otherwise be equitably  converted
in connection  with such  transaction,  or (4) any combination of the foregoing.
The  Committee's  determination  need not be uniform  and may be  different  for
different Participants whether or not such Participants are similarly situated.

     14.13.  PERFORMANCE  GOALS.  The  Committee  may  determine  that any Award
granted pursuant to this Plan to a Participant  (including,  but not limited to,
Participants who are Covered  Employees,  but excluding Options granted pursuant
to Article 13) shall be determined solely on the basis of (1) the achievement by
the  Corporation  or a Parent or Subsidiary  of a specified  target  return,  or
target growth in return, on equity or assets, (2) the Corporation's, Parent's or
Subsidiary's  stock price,  (3) the  achievement  by an individual or a business
unit of the Corporation,  Parent or Subsidiary of a specified  target, or target
growth in,  revenues,  net income or earnings per share,  (4) the achievement of
objectively  determinable  goals with  respect  to service or product  delivery,
service  or product  quality,  customer  satisfaction,  meeting  budgets  and/or
retention  of  employees  or (5) any  combination  of the goals set forth in (1)
through  (4)  above.  If an Award is made on such  basis,  the  Committee  shall
establish goals prior to the beginning of the period for which such  performance
goal relates (or such later date as may be permitted  under Code Section  162(m)
or the regulations  thereunder) and the Committee may for any reason reduce (but


                                      B-17




not increase) any Award,  notwithstanding  the  achievement of a specified goal.
Any payment of an Award granted with  performance  goals shall be conditioned on
the written  certification  of the  Committee in each case that the  performance
goals and any other material conditions were satisfied.

     14.14.  TERMINATION OF EMPLOYMENT.  Whether  military,  government or other
service or other leave of absence shall  constitute a termination  of employment
shall be  determined in each case by the  Committee at its  discretion,  and any
determination  by the Committee shall be final and conclusive.  A termination of
employment  shall  not  occur  (1) in a  circumstance  in  which  a  Participant
transfers from the Corporation to one of its Parents or Subsidiaries,  transfers
from a Parent or Subsidiary to the Corporation,  or transfers from one Parent or
Subsidiary  to another  Parent or  Subsidiary,  or (2) in the  discretion of the
Committee  as  specified  at or  prior  to  such  occurrence,  in the  case of a
spin-off, sale or disposition of the Participant's employer from the Corporation
or any Parent or Subsidiary.  To the extent that this provision causes Incentive
Stock  Options to extend  beyond  three  months from the date a  Participant  is
deemed to be an employee of the Corporation, a Parent or Subsidiary for purposes
of Section  424(f) of the Code,  the Options held by such  Participant  shall be
deemed to be Non-Qualified Stock Options.


                                   ARTICLE 15
                          CHANGES IN CAPITAL STRUCTURE

     15.1.  GENERAL.  In the  event of a  corporate  transaction  involving  the
Corporation  (including,  without limitation,  any stock dividend,  stock split,
extraordinary   cash   dividend,   recapitalization,   reorganization,   merger,
consolidation,  split-up,  spin-off,  combination  or exchange  of shares),  the
authorization   limits   under   Section   5.1  and  5.4   shall   be   adjusted
proportionately, and the Committee may adjust Awards to preserve the benefits or
potential  benefits of the Awards.  Action by the  Committee  may  include:  (1)
adjustment  of the number and kind of shares  which may be  delivered  under the
Plan;  (2)  adjustment of the number and kind of shares  subject to  outstanding
Awards; (3) adjustment of the exercise price of outstanding  Awards; and (4) any
other  adjustments that the Committee  determines to be equitable.  In addition,
the  Committee  may,  in its sole  discretion,  provide  (1) that Awards will be
settled in cash  rather than  Stock,  (2) that  Awards  will become  immediately
vested and exercisable and will expire after a designated  period of time to the
extent not then exercised, (3) that Awards will be assumed by another party to a
transaction  or otherwise be equitably  converted or  substituted  in connection
with such transaction,  (4) that outstanding Awards may be settled by payment in
cash or cash  equivalents  equal to the excess of the Fair  Market  Value of the
underlying  Stock, as of a specified date associated with the transaction,  over
the exercise price of the Award,  or (5) any  combination of the foregoing.  The
Committee's determination need not be uniform and may be different for different
Participants  whether or not such Participants are similarly  situated.  Without
limiting the foregoing, in the event a stock dividend or stock split is declared
upon the Stock,  the  authorization  limits  under  Section 5.1 and 5.4 shall be
increased  proportionately,  and the shares of Stock then  subject to each Award
shall be increased  proportionately without any change in the aggregate purchase
price therefor.

                                      B-18




                                   ARTICLE 16
                     AMENDMENT, MODIFICATION AND TERMINATION

     16.1. AMENDMENT,  MODIFICATION AND TERMINATION.  The Board or the Committee
may,  at any time and from time to time,  amend,  modify or  terminate  the Plan
without stockholder approval; provided, however, that the Board or Committee may
condition any amendment or  modification  on the approval of stockholders of the
Corporation  if such approval is necessary or deemed  advisable  with respect to
tax, securities or other applicable laws, policies or regulations.

     16.2.  AWARDS  PREVIOUSLY  GRANTED.  At any time and from time to time, the
Committee may amend,  modify or terminate any outstanding Award without approval
of the  Participant;  provided,  however,  that,  subject  to the  terms  of the
applicable Award Agreement,  such amendment,  modification or termination  shall
not,  without the  Participant's  consent,  reduce or diminish the value of such
Award  determined  as if the  Award  had been  exercised,  vested,  cashed in or
otherwise  settled  (at the  spread  value  in the  case of an  Option  or Stock
Appreciation  Right) on the date of such amendment or termination;  and provided
further that, except as otherwise provided in the anti-dilution provision of the
Plan,  the  exercise  price  of any  Option  may  not be  reduced,  directly  or
indirectly,  without the prior approval of the  stockholders of the Company.  No
termination,  amendment,  or modification of the Plan shall adversely affect any
Award  previously  granted  under the Plan,  without the written  consent of the
Participant.

                                   ARTICLE 17
                               GENERAL PROVISIONS

     17.1. NO RIGHTS TO AWARDS. No Participant or employee,  officer, consultant
or director  shall have any claim to be granted  any Award  under the Plan,  and
neither the Corporation nor the Committee is obligated to treat Participants and
employees, officers, consultants or directors uniformly.

     17.2. NO  STOCKHOLDER  RIGHTS.  No Award gives the  Participant  any of the
rights of a stockholder of the Corporation  unless and until shares of Stock are
in fact issued to such person in connection with such Award.

     17.3.  WITHHOLDING.  The Corporation or any Parent or Subsidiary shall have
the authority and the right to deduct or withhold,  or require a Participant  to
remit to the Corporation,  an amount  sufficient to satisfy federal,  state, and
local taxes (including the Participant's FICA obligation)  required by law to be
withheld with respect to any taxable event arising as a result of the Plan. With
respect to  withholding  required  upon any taxable  event  under the Plan,  the
Committee may, at the time the Award is granted or thereafter, require or permit
that any such  withholding  requirement  be  satisfied,  in whole or in part, by
withholding  from the Award  shares of Stock  having a Fair Market  Value on the
date of  withholding  equal to the minimum  amount (and not any greater  amount)
required to be withheld for tax purposes, all in accordance with such procedures
as the Committee establishes.

                                      B-19




     17.4. NO RIGHT TO  EMPLOYMENT  OR OTHER STATUS.  Nothing in the Plan or any
Award  Agreement  shall  interfere  with or  limit  in any way the  right of the
Corporation  or  any  Parent  or  Subsidiary  to  terminate  any   Participant's
employment  or status as a consultant  or director at any time,  nor confer upon
any  Participant  any right to continue as an employee,  officer,  consultant or
director of the Corporation or any Parent or Subsidiary.

     l7.5.  UNFUNDED STATUS OF AWARDS.  The Plan is intended to be an "unfunded"
plan for incentive and deferred  compensation.  With respect to any payments not
yet made to a Participant pursuant to an Award, nothing contained in the Plan or
any Award  Agreement shall give the Participant any rights that are greater than
those of a general creditor of the Corporation or any Parent or Subsidiary.

     17.6.  INDEMNIFICATION.  To the extent allowable under applicable law, each
member  of  the  Committee  shall  be  indemnified  and  held  harmless  by  the
Corporation from any loss, cost, liability,  or expense that may be imposed upon
or reasonably  incurred by such member in connection  with or resulting from any
claim,  action,  suit,  or  proceeding to which such member may be a party or in
which he may be  involved  by reason of any  action or  failure to act under the
Plan  and  against  and  from  any  and all  amounts  paid  by  such  member  in
satisfaction  of  judgment  in such  action,  suit,  or  proceeding  against him
provided he gives the Corporation an opportunity,  at its own expense, to handle
and  defend  the same  before he  undertakes  to handle and defend it on his own
behalf.  The foregoing  right of  indemnification  shall not be exclusive of any
other rights of  indemnification to which such persons may be entitled under the
Corporation's  Certificate of  Incorporation  or Bylaws,  as a matter of law, or
otherwise,  or any power that the Corporation may have to indemnify them or hold
them harmless.

     17.7.  RELATIONSHIP TO OTHER  BENEFITS.  No payment under the Plan shall be
taken into account in determining  any benefits  under any pension,  retirement,
savings,  profit  sharing,  group  insurance,  welfare  or  benefit  plan of the
Corporation or any Parent or Subsidiary unless provided  otherwise in such other
plan.

     17.8.  EXPENSES.  The expenses of administering  the Plan shall be borne by
the Corporation and its Parents or Subsidiaries.

     17.9.  TITLES AND HEADINGS.  The titles and headings of the Sections in the
Plan are for  convenience  of reference  only, and in the event of any conflict,
the text of the Plan, rather than such titles or headings, shall control.

     17.10. GENDER AND NUMBER.  Except where otherwise indicated by the context,
any masculine term used herein also shall include the feminine; the plural shall
include the singular and the singular shall include the plural.

     17.11. FRACTIONAL SHARES. No fractional shares of Stock shall be issued and
the Committee shall determine, in its discretion, whether cash shall be given in
lieu of fractional  shares or whether such fractional shares shall be eliminated
by rounding up.

                                      B-20




     17.12. GOVERNMENT AND OTHER REGULATIONS.  The obligation of the Corporation
to make  payment  of  awards  in Stock or  otherwise  shall  be  subject  to all
applicable laws,  rules,  and  regulations,  and to such approvals by government
agencies as may be required.  The  Corporation  shall be under no  obligation to
register under the 1933 Act, or any state  securities  act, any of the shares of
Stock issued in connection  with the Plan. The shares issued in connection  with
the Plan may in certain circumstances be exempt from registration under the 1933
Act, and the Corporation may restrict the transfer of such shares in such manner
as it deems advisable to ensure the availability of any such exemption.

     17.13.  GOVERNING  LAW. To the extent not governed by federal law, the Plan
and all Award  Agreements  shall be construed in accordance with and governed by
the laws of the State of Delaware.

     17.14.  ADDITIONAL PROVISIONS.  Each Award Agreement may contain such other
terms and  conditions as the Committee may  determine;  provided that such other
terms and conditions are not inconsistent with the provisions of this Plan.

     The foregoing is hereby  acknowledged  as being the ePlus inc.  Amended and
Restated 1998  Long-Term  Incentive Plan as adopted by the Board of Directors of
the  Corporation  on July  28,  1998 and  approved  by the  stockholders  of the
Corporation  on September 16, 1998; and as amended and restated on July 15, 2003
by the Board of Directors of the Corporation and approved by the stockholders of
the Corporation on September 18, 2003.









                                     B-21






 [FORM OF PROXY CARD]


ePlus inc.                                                                 Proxy
                       Annual Meetings of Stockholders Of
                                   ePlus inc.
                               September 18, 2003

           THE PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned  hereby  appoints  Kleyton L. Parkhurst and Steven J. Mencarini,
and each or either of them,  proxies,  with power of  substitution,  to vote all
shares of the undersigned at the annual meeting of stockholders of ePlus inc., a
Delaware  corporation,  to be held on  September  18,  2003 at 8:00 a.m.  at the
Courtyard  Marriott,  533 Herndon  Parkway,  Herndon,  Virginia 20170, or at any
adjournment thereof,  upon the matters set forth in the Proxy Statement for such
meeting, and in their discretion,  upon such other business as may properly come
before the meeting.

1.   To elect two  Class I  Directors,  each to serve a term of three  years and
     until their successors have been duly elected and qualified.

                   TO VOTE FOR BOTH THE NOMINEES LISTED BELOW

     [ ] FOR BOTH THE NOMINEES LISTED BELOW    [ ] WITHHOLD AUTHORITY

         C. Thomas Faulders, III                   Lawrence S. Herman

                     OR TO VOTE FOR EACH NOMINEE SEPARATELY

         C. Thomas Faulders, III  [ ] FOR      [ ] WITHHOLD  AUTHORITY
         Lawrence S. Herman       [ ] FOR      [ ] WITHHOLD AUTHORITY

2.   To ratify the  appointment  of Deloitte & Touche LLP as ePlus'  independent
     auditors for ePlus' fiscal year ending March 31, 2004.

                     [ ] FOR     [ ] AGAINST     [ ] ABSTAIN

3.   To  approve  and  adopt an  amendment  to the  ePlus  inc.  Certificate  of
     Incorporation to decrease the number of shares of our authorized stock from
     52 million shares  (consisting  of 50 million  shares of common stock,  par
     value $0.01 per share and 2 million preferred  shares,  par value $0.01 per
     share) to 27 million  shares  (consisting  of 25  million  shares of common
     stock, par value $0.01, and 2 million preferred shares, par value $0.01 per
     share).

                     [ ] FOR     [ ] AGAINST     [ ] ABSTAIN




4.   To approve  an  amendment  to the ePlus  inc.  Amended  and  Restated  1998
     Long-Term  Incentive Plan,  which sets the number of shares of common stock
     available for awards under the Plan at 3,000,000.

                     [ ] FOR     [ ] AGAINST     [ ] ABSTAIN

     Dated:________________, 2003

     Signature:  ______________________________________________________________

     Signature if held jointly:  ______________________________________________

     NOTE:  When shares are held by joint  tenants,  both should  sign.  Persons
     signing as  Executor,  Administrator,  Trustee,  etc.  should so  indicate.
     Please sign exactly as the name appears on the proxy.

     THE SHARES  REPRESENTED BY ALL PROXIES RECEIVED WILL BE VOTED IN ACCORDANCE
     WITH THE CHOICES  SPECIFIED ON SUCH PROXIES.  THE SHARES  REPRESENTED  BY A
     PROXY WILL BE VOTED IN FAVOR OF A PROPOSAL IF NO CONTRARY  SPECIFICATION IS
     MADE.  ALL VALID PROXIES  OBTAINED  WILL BE VOTED AT THE  DISCRETION OF THE
     BOARD OF DIRECTORS  WITH RESPECT TO ANY OTHER BUSINESS THAT MAY COME BEFORE
     THE ANNUAL MEETING.

     PLEASE MARK,  SIGN,  AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED
     ENVELOPE.