AMENDMENT #7 TO AMENDED AND RESTATED BUSINESS FINANCING AGREEMENT

Ineligible Accounts. CDF will have the sole right to determine eligibility of Accounts and, without limiting CDF’s discretion in that regard, the following Accounts will be deemed ineligible: (a) Accounts created from the sale of goods and services on non-standard terms and/or that allow for payment to be made more than ninety (90) days from the date of sale; (b) (1) Accounts that allow for payment to be made sixty (60) days or less from the date of sale that are unpaid more than ninety (90) days from date of invoice and (2) Accounts that allow for payment to made more than sixty (60) days but not more than ninety (90) days from the date of sale, Government Accounts and Accounts owing from Verizon Communications Inc., Building Infrastructure Group, Columbia University, MJG Nursing Home and New York Presbyterian that are unpaid more than one hundred and twenty (120) days from the date of invoice; (c) (1) Accounts of any obligor of the type described in (b)(1), above, if fifty percent (50%) or more of the outstanding balance of such Accounts are unpaid for more than ninety (90) days from the date of invoice and (2) Accounts of any obligor of the type described in (b)(2), above, if fifty percent (50%) or more of the aggregate outstanding balance of such Accounts are unpaid for more than one hundred twenty (120) days from the date of invoice; (d) Accounts for which the obligor is an officer, director, shareholder, partner, member, owner, employee, agent, parent, subsidiary, affiliate of, or is related to Dealer or has common shareholders, officers, directors, owners, partners or members; (e) notwithstanding anything to the contrary set forth in subsection (d), but without limiting CDF's discretion to determine the eligibility of Accounts, Accounts which arise from the sale of goods ordered by ePlus Group, Inc., in its capacity as agent on behalf of its customers, will be eligible from the date of the invoice to ePlus Group, Inc. generated as a result of such order ("Invoice"), until the earlier to occur of (i) the date of execution of a lease agreement between ePlus Group, Inc. and a lessee covering such goods or (ii) thirty (30) days from the date of the Invoice (each, an "lntercompany Lease Receivable"), to the extent that CDF has a first priority, fully perfected security interest therein; (f) consignment sales; (g) Accounts for which the payment is or may be conditional; (h) Accounts for which the obligor is not a commercial or institutional entity or is not a resident of the United States or Canada; (i) Accounts with respect to which any warranty or representation provided in Subsection 3.4 is not true and correct; (j) Accounts in which Dealer knows, or has information to cause Dealer to reasonably believe such Accounts represent goods or services purchased for a personal, family or household purpose; (k) Accounts which represent goods used for demonstration purposes or loaned by the Dealer to another party; (I) Accounts which are progress payment, barter, or contra accounts; and (m) any and all other Accounts which CDF deems to be ineligible. If CDF determines that any Account is or becomes an ineligible Account, immediately upon notice thereof from CDF, Dealer will pay to CDF an amount equal to the monies loaned by CDF for such ineligible Account.