AMENDMENT #1 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT

ePlus inc. (the “Company”), a Delaware corporation, and Elaine D. Marion (the “Executive”) (collectively, the “Parties”) have previously entered into an Amended and Restated Employment Agreement (the “A&R Agreement”), effective September 6, 2017, and executed by Executive on November 20, 2017, and the Company on December 12, 2017. The Parties hereby agree to this Amendment #1 (“Amendment #1”), to be effective November 14, 2019.

1.          The following Paragraph 5(g) will be added to the A&R Agreement:

Provided that the Executive is covered under the Company's group health plan, the Executive shall be entitled to reimbursement by the Company for his participation in the Johns Hopkins Executive Physical Program or an equivalent diagnostic program, one time per company fiscal year during the term of employment on a date(s) of the Executive’s choosing. To be entitled for reimbursement, the Executive must promptly submit a request for reimbursement, with reasonable documentation. The Company will promptly provide reimbursement upon receipt of said promptly submitted documentation.

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

/s/ Barbara Tiano			/s/ Elaine D. Marion
Barbara Tiano			Elaine D. Marion
VP Human Resources			Chief Financial Officer
On behalf of John E. Callies
Chairman, Compensation Committee
Date:	November 18, 2019		Date:	November 15, 2019