                          UNPUBLISHED

UNITED STATES COURT OF APPEALS
                  FOR THE FOURTH CIRCUIT


EPLUS   GROUP, INCORPORATED,             
                  Plaintiff-Appellant,
                  v.
CARESOUTH HOME HEALTH SERVICES,
             Defendant-Appellee,
                                                  No. 02-1709
                  and
EAB LEASING CORPORATION;
CENTRAL GEORGIA HEALTH SYSTEMS,
INCORPORATED,
                      Defendants.
                                         
EPLUS   GROUP, INCORPORATED,             
                   Plaintiff-Appellee,
                  v.
CARESOUTH HOME HEALTH SERVICES,
             Defendant-Appellant,
                                                  No. 02-1746
                  and
EAB LEASING CORPORATION;
CENTRAL GEORGIA HEALTH SYSTEMS,
INCORPORATED,
                      Defendants.
                                         
            Appeals from the United States District Court
          for the Eastern District of Virginia, at Alexandria.
               James C. Cacheris, Senior District Judge.
                           (CA-01-286-A)
                        Argued: April 1, 2003
                        Decided: April 22, 2003
2             EPLUS   GROUP v. CARESOUTH HOME HEALTH
        Before TRAXLER and SHEDD, Circuit Judges, and
                HAMILTON, Senior Circuit Judge.



Affirmed by unpublished per curiam opinion.


                             COUNSEL

ARGUED: Michael Edward Geltner, GELTNER & ASSOCIATES,
P.C., Washington, D.C., for Appellant. Roy Harold Meeks, Jr.,
PURSLEY, LOWERY, MEEKS, L.L.P., Atlanta, Georgia, for Appel-
lee. ON BRIEF: Erica S. Stoecker, EPLUS GROUP, INC., Herndon,
Virginia, for Appellant. Eric N. Van De Water, PURSLEY, LOW-
ERY, MEEKS, L.L.P., Atlanta, Georgia, for Appellee.



Unpublished opinions are not binding precedent in this circuit. See
Local Rule 36(c).


                              OPINION

PER CURIAM:

   ePlus Group, Inc. (ePlus), a Virginia corporation, is an equipment
lessor. In January 1997, ePlus and CareSouth Home Health Services,
Inc. (CareSouth), a Georgia corporation, signed a "Master Lease." In
1997 and 1998, pursuant to the Master Lease, ePlus and CareSouth
entered into eight schedules (Nos. 1, 3, 4, 100, 101, 102, 103, and
104), whereby ePlus leased various types of office/computer equip-
ment to CareSouth.

   In general, the Master Lease and schedules gave CareSouth three
choices at the end of any lease: (1) it could give advanced written
notice to terminate, in which case it had to return all leased assets by
the last day of the lease term to a place designated by ePlus or else
               EPLUS   GROUP v. CARESOUTH HOME HEALTH                   3
be a three month holdover tenant; (2) it could allow the lease term to
extend by three months by not giving notice; or (3) it could buy the
equipment at fair market value (except for Schedule 3, which pro-
vided no purchase option) provided it was not in default and gave
timely written notice. With regard to Schedules 1, 3, and 4, the parties
dispute whether CareSouth is liable for holdover rent. With regard to
Schedules 4 and 100-104, the parties dispute whether CareSouth erro-
neously paid holdover rent.1

   On February 22, 2001, ePlus filed a complaint in the United States
District Court for the Eastern District of Virginia against CareSouth
and Central Georgia Health Systems, Inc. (Central), which wholly
owns CareSouth, alleging breach of contract against CareSouth and
Central and further alleging estoppel against Central. In its complaint,
ePlus sued EAB Leasing Corporation (EAB), an assignee of ePlus,
contending EAB was liable if its claims against CareSouth and Cen-
tral were unsuccessful.

   On June 7, 2001, Central filed a motion to dismiss for lack of per-
sonal jurisdiction and for failure to state a claim. On June 22, 2001,
the district court dismissed ePlus’s complaint as to Central without
prejudice.

   On September 14, 2001, CareSouth filed a counterclaim against
ePlus and a cross-claim against EAB. The cross-claim sought indem-
nification from EAB for any amount for which CareSouth was held
liable to ePlus.

   ePlus amended its complaint on September 28, 2001. The amended
complaint contained the following causes of action: (1) breach of con-
tract against CareSouth; (2) declaratory judgment against CareSouth;
(3) interference with contractual relations against EAB; (4) inducing
breach of contract against EAB; and (5) conversion against Care-
South.
  1
    With regard to Schedule 4, CareSouth paid one month of holdover
rent, which it claims it is entitled to recover. ePlus claims CareSouth is
liable for two additional months of holdover rent.
4             EPLUS   GROUP v. CARESOUTH HOME HEALTH
   On November 15, 2001, CareSouth filed an amended counterclaim
against ePlus and restated its cross-claim against EAB. Essentially,
the amended counterclaim contained four claims: (1) breach of con-
tract; (2) setoff and recoupment; (3) specific performance; and (4)
injunctive relief. The restated cross-claim sought indemnification
from EAB for any amount for which CareSouth was held liable to
ePlus.

   After completing discovery, the parties cross-moved for summary
judgment. The district court denied all motions on January 4, 2002,
except, by agreement of the parties, the district court enjoined ePlus
from repossessing the leased assets in CareSouth’s possession.2

   The district court held a bench trial on January 10, 2002. The
claims before the district court can be easily summarized: (1) ePlus’s
breach of contract claim against CareSouth for holdover rent on
Schedules 1, 3, and 4; and (2) CareSouth’s breach of contract counter-
claim for the holdover rent it had paid on Schedules 4 and 100-104.

   The case was heard, by agreement of the parties, on a detailed stip-
ulation of facts supplemented by the depositions taken during discov-
ery, the documents associated with the Master Lease and relevant
schedules, and the affidavits submitted by CareSouth. The district
court, in a fifty-three page opinion, held that CareSouth was not liable
for the holdover rent payments it made with regard to Schedules 4 and
100-104 and further held that ePlus was entitled to holdover rent on
Schedule 3, but not on Schedules 1 and 4. Accordingly, the district
court entered judgment in favor of CareSouth on its breach of contract
counterclaim in the amount of $130,644 (the amount CareSouth erro-
neously paid in holdover rent ($20,723.96 on Schedule 4; $83,045.76
on Schedule 100; $26,975.69 on Schedule 101; $2,219.40 on Sched-
ule 102; $1,146.58 on Schedule 103; and $2,601.61 on Schedule 4)
less the fair market value of the assets ($6,069)) and in favor of ePlus
on its breach of contract claim under Schedule 3 in the amount of
$1,435.36 per quarter plus prejudgment interest. The district court
also ordered that CareSouth receive title to all of the leased assets in
CareSouth’s possession except the Schedule 3 assets. Finally, the dis-
    2
   The district court held in favor of EAB on all claims. EAB is not a
party to this appeal.
              EPLUS   GROUP v. CARESOUTH HOME HEALTH                 5
trict court ordered CareSouth to pay EAB and ePlus any unpaid late
fees which accrued during the initial lease terms of the various sched-
ules plus interest. ePlus appeals and CareSouth cross-appeals.

   We have carefully reviewed the briefs, the record, and the argu-
ments of counsel and find no reversible error. Accordingly, we affirm
the district court’s judgment.

                                                          AFFIRMED
