ePlus inc. Watch

from 8-K 46 pages 1,573,913 Shares ePlus Inc. Common Stock ($0.01 Par Value) Underwriting Agreement

from SC 13D/A ~20 pages Amended and Restated Stockholders Agreement

from S-3/A ~50 pages Underwriting Agreement

from SC 13D/A 1 page <page> 1 Exhibit 1 Joint Filing Agreement This Will Confirm the Agreement by and Among All of the Undersigned That Amendment No. 1 to Schedule 13d Filed on or About This Date With Respect to the Beneficial Ownership by the Undersigned of Shares of the Common Stock, Par Value $.01 Per Share, of Mlc Holdings, Inc. Is Being Filed on Behalf of Each of the Undersigned. This Agreement May Be Executed in Two or More Counterparts, Each of Which Shall Be Deemed an Original but All of Which Together Shall Constitute One and the Same Instrument. Dated: December 15, 1998 Tc Leasing, LLC Thayer Equity Investors III, L.P. By: /S/ Douglas H. Gilbert By: Tc Equity Partners, L.L.C. Its General Partner Name: Douglas H. Gilbert Authorized Representative By: /S/ Frederic V. Malek Frederic V. Malek Member /S/ Paul G. Stern Tc Equity Partners, L.L.C. Paul G. Stern By: /S/ Frederic V. Malek Frederic V. Malek /S/ Carl J. Rickertsen Member Carl J. Rickertsen /S/ Frederic V. Malek Frederic V. Malek

from 10-Q ~20 pages 98 Long-Term Incentive Plan

from SC 13D 1 page <page> 1 Exhibit 1 Joint Filing Agreement This Will Confirm the Agreement by and Among All of the Undersigned That the Schedule 13d Filed on or About This Date With Respect to the Beneficial Ownership by the Undersigned of Shares of the Common Stock, Par Value $.01 Per Share, of Mlc Holdings, Inc. Is Being Filed on Behalf of Each of the Undersigned. This Agreement May Be Executed in Two or More Counterparts, Each of Which Shall Be Deemed an Original but All of Which Together Shall Constitute One and the Same Instrument. Dated: October 30, 1998 Tc Leasing, LLC Thayer Equity Investors III, L.P. By: /S/ Jeffrey W. Goettman By: Tc Equity Partners, L.L.C. Its General Partner Name: Jeffrey W. Goettman Authorized Representative By: /S/ Frederic V. Malek Frederic V. Malek Member /S/ Paul G. Stern Tc Equity Partners, L.L.C. Paul G. Stern By: /S/ Frederic V. Malek Frederic V. Malek /S/ Carl J. Rickertsen Member Carl J. Rickertsen /S/ Frederic V. Malek Frederic V. Malek

from SC 13G 1 page Joint Filing Agreement

from S-1/A ~50 pages Underwriting Agreement

from S-1 ~50 pages Form of Underwriting Agreement