Note

Amendment No. 3

by Eplus Inc.
July 31st, 1998







                                  Exhibit 10.29

                                 AMENDMENT NO. 3
                                       to
                                Credit Agreement

         This Amendment No. 3 to Credit Agreement (this  "Amendment") is made as
of June 30, 1998, by and between MLC GROUP, INC., a Virginia corporation ("MLC")
and FIRST UNION NATIONAL BANK, a national banking  association  ("First Union"),
successor by merger to CoreStates Bank, N.A.  ("CoreStates"),  for itself and as
agent for the Participants (defined below).

                              Preliminary Statement

         WHEREAS,  MLC  and  CoreStates  are  parties  to  that  certain  Credit
Agreement dated as of June 5, 1997 (the "Initial Agreement"),  pursuant to which
CoreStates  agreed to make  available  to MLC,  upon the  terms  and  conditions
expressed in the Initial Agreement, a credit facility (the "Credit Facility") in
the principal amount of up to $15,000,000.

         WHEREAS,  pursuant to that certain  Amendment No. 1 to Credit Agreement
dated September 5, 1997 (the "First Amendment")  between CoreStates and MLC, the
maximum  principal  amount  available  to MLC  under  the  Credit  Facility  was
increased to $25,000,000.

         WHEREAS,  pursuant to that certain  Amendment No. 2 to Credit Agreement
dated as of December 19, 1997 (the "Second  Amendment")  between  CoreStates and
MLC, the maturity date of the Credit Facility was extended to December 19, 1998.
The  Initial  Agreement,  the  First  Amendment  and the  Second  Amendment  are
collectively  referred to as the "Credit Agreement".  All capitalized terms used
herein and not otherwise defined shall have the respective  meanings ascribed to
them in the Credit Agreement.

         WHEREAS,   Bank   Leumi  USA  and  Riggs  Bank  N.A.   (together,   the
"Participants") have obtained participation  interests in the Credit Facility in
the amount of up to $5,000,000 for each  Participant,  with CoreStates acting as
agent for the Participants.

         WHEREAS,  First Union is the successor by merger to all of  CoreStates'
right,  title and  interest  in and to the Credit  Agreement  and the other Loan
Documents,  including  the  right  to act as  Agent  for the  Participants.  The
Participants,  together with First Union,  are referred to  collectively  as the
"Banks".

         WHEREAS,  MLC  has  requested  that  First  Union:  (i)  increase  from
$25,000,000  to  $35,000,000  the  Loan  Commitment;   and  (ii)  increase  from
$1,000,000  to  $5,000,000  the  sublimit  on  Eligible  Non-AMC  Inventory  and
Equipment contained in the calculation of the Borrowing Base.

         WHEREAS,  First Union is willing to agree to such  request on the terms
and conditions set forth herein.


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         NOW,   THEREFORE,   in  consideration  of  the  premises  and  promises
hereinafter set forth and for other good and valuable consideration, the receipt
and  sufficiency of which are hereby  acknowledged,  and intending to be legally
bound hereby, the parties hereto agree as follows:


         1.  Section  1.1  of  the  Credit  Agreement.  In  clause  (iv)  of the
             -----------------------------------------
definition of "Borrowing Base" contained in Section 1.1 of the Credit Agreement,
the dollar  amount  "$1,000,000"  is deleted and replaced with the dollar amount
"$5,000,000".

         2. Section 2.1 of the Credit  Agreement.  The dollar amount of the Loan
            -------------------------------------
Commitment  set forth in ss.2.1 of the  Credit  Agreement  as  "$25,000,000"  is
hereby  deleted and it shall be and is hereby  replaced by the dollar  amount of
"$35,000,000".

         3. Section 2.2 of the Credit Agreement.  The dollar amount set forth in
            ------------------------------------
the first  paragraph  of ss.2.2 of the Credit  Agreement as "TWENTY FIVE MILLION
DOLLARS  ($25,000,000)" is hereby deleted and shall be and it is hereby replaced
by the dollar amount of "THIRTY FIVE MILLION DOLLARS ($35,000,000)."

         4. Exhibit A to the Credit Agreement. Exhibit A to the Credit Agreement
            ----------------------------------
shall be and is hereby  amended and  restated in its entirety to be as set forth
in Exhibit A attached hereto. Upon delivery of the $35,000,000 Note, dated as of
June 15, 1998, to the First Union,  First Union shall mark the $25,000,000 Note,
dated December 19, 1997, "canceled and replaced by $35,000,000 Note, dated as of
June 15, 1998."

         5.   Representations   and   Warranties.   MLC  hereby   restates   the
              -----------------------------------
representations  and warranties made in the Credit Agreement,  including but not
limited  to  Article 3 thereof,  on and as of the date  hereof as if  originally
given on this date.

         6.  Covenants.  MLC  hereby  represents  and  warrants  that  it  is in
             ----------
compliance and has complied with each and every covenant set forth in the Credit
Agreement,  including but not limited to Articles 5 and 6 thereof,  on and as of
the date hereof.

         7. Corporate Authorization and Delivery of Documents. First Union shall
            --------------------------------------------------
have received  copies,  certified as of the date hereof,  of all action taken by
MLC and any other  necessary  Person to authorize  this Amendment and such other
papers as First Union shall require.

         8.  Affirmation.  MLC hereby  affirms its  absolute  and  unconditional
             ------------
promise  to pay to First  Union the Loans  and all other  amounts  due under the
Credit Agreement and any other Loan Document on the maturity date(s) provided in
the  Credit  Agreement  or any other Loan  Document,  as such  documents  may be
amended hereby.

         9. Effect of Amendment. This Amendment amends the Credit Agreement only
            --------------------
to the extent and in the manner herein set forth,  and in all other respects the
Credit Agreement is ratified and confirmed.

         10.  Counterparts.  This  Amendment  may be  signed  in any  number  of
              -------------
counterparts, each of which shall be an original, with the same effect as if the
signatures hereto were upon the same instrument.

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         IN WITNESS WHEREOF,  the parties hereto have each caused this Amendment
to be duly  executed  by their duly  authorized  representatives  as of the date
first above written.


                                MLC GROUP, INC.




                                By _/s/ Phillip G. Norton___________________
                                --------------------------------------------
                                Phillip G. Norton, President



                                FIRST UNION NATIONAL BANK



                                By __/s/ Michael J. Labrum______________________
                              --------------------------------------------------
                                Michael J. Labrum, Vice President


The  undersigned,  MLC  Holdings,  Inc.  ("Holdings"),   the  guarantor  of  the
obligations of MLC Group, Inc. to First Union National Bank (successor by merger
to CoreStates Bank, N.A.) pursuant to that certain Guaranty Agreement dated June
5, 1997 (the  "Guaranty"):  (i) hereby  consents to the making of this Amendment
(and  to all  prior  amendments  to  the  Loan  Documents);  (ii)  confirms  the
continuing   validity  of  the   Guaranty;   and  (iii)   restates  all  of  the
representations  and  warranties of Holdings  made in any of the Loan  Documents
(including,  without limitation,  those set forth in Section 4 of the Guaranty),
on and as of the  date  hereof  as if  originally  given  on the  date  of  this
Amendment.


                                                     MLC HOLDINGS, INC.


                         By:__/s/ Phillip G. Norton__________________________
                         ----------------------------------------------------
                                    Phillip G. Norton, President

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                                                                 EXHIBIT A

                                      Note

$35,000,000                                          Philadelphia, PA
                                                    As of June 30, 1998

For Value Received,  MLC GROUP,  INC., a Virginia  corporation  ("MLC"),  hereby
promises to pay to the order of FIRST UNION  NATIONAL BANK (the "First  Union"),
successor by merger to CoreStates  Bank,  N.A., in lawful currency of the United
States of  America  in  immediately  available  funds at First  Union's  offices
located  at Broad  and  Chestnut  Streets,  Philadelphia,  Pennsylvania,  on the
earliest to occur of demand,  acceleration  of the maturity  date as provided in
the  Credit  Agreement  described  below or the  Credit  Termination  Date,  the
principal sum of THIRTY FIVE MILLION DOLLARS ($35,000,000) or, if less, the then
unpaid  principal amount of all Loans made by First Union pursuant to the Credit
Agreement (defined below).

MLC promises also to pay interest on the unpaid  principal amount hereof in like
money at such office from the date hereof until paid in full at the rates and at
the times provided in the Credit Agreement.

This Note is the Note  referred  to in, is  entitled  to the  benefits of and is
secured by security interests  referred to in the Credit Agreement,  dated as of
June 5, 1997 by and  between  MLC and  CoreStates  Bank,  N.A.  (as such  Credit
Agreement may be amended, modified, supplemented, restated or replaced from time
to time, the "Credit  Agreement") and is a replacement  Note  substituted in its
entirety for a Note dated December 19, 1997 in the amount of  $25,000,000.  As a
result of a merger between  CoreStates  Bank, N.A. and First Union,  First Union
has succeeded to all of the right,  title and interest of CoreStates  Bank, N.A.
in the Credit Agreement and all of the Loan Documents. Capitalized terms used in
this Note but not defined herein shall have the meanings  ascribed to such terms
in the  Credit  Agreement.  This Note is  subject to  voluntary  prepayment  and
mandatory  repayment  prior to demand,  acceleration  of  maturity or the Credit
Termination Date, in whole or in part, as provided in the Credit Agreement.

In case an Event of Default shall occur and be continuing,  the maturity date of
the principal of and the accrued interest on this Note may be accelerated and be
declared to be due and payable in the manner and with the effect provided in the
Credit Agreement.

MLC  hereby  waives  presentment,  demand,  protest  or  notice  of any  kind in
connection with this Note.

Notwithstanding  the face  amount  of this  Note,  the  undersigned's  liability
hereunder shall be limited,  at all times, to the actual  aggregate  outstanding
indebtedness  to First Union  relating to First  Union's  Loans,  including  all
principal and  interest,  together with all fees and expenses as provided in the
Credit Agreement,  as established by First Union's books and records which shall
be conclusive absent manifest error.

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THIS NOTE SHALL BE  CONSTRUED IN  ACCORDANCE  WITH AND BE GOVERNED BY THE LAW OF
THE  COMMONWEALTH  OF  PENNSYLVANIA  WITHOUT REGARD TO  PENNSYLVANIA  OR FEDERAL
PRINCIPLES OF CONFLICT OF LAWS.


                                                    MLC GROUP, INC.




                                                   By:__________________________
                                                   Phillip G. Norton, President


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