AGREEMENT
                                    ---------


This Agreement made and entered into this _____ day of ___________, 2002, by and
between  JOHN  R.  BLACKBURN  (hereinafter  referred  to as "Owner") and POMEROY
SELECT INTEGRATION SOLUTIONS, INC., a Delaware corporation (hereinafter referred
to  as  "Purchaser").

                              W I T N E S S E T H :

WHEREAS,  simultaneously with the execution of this Agreement, Purchaser entered
into  an  Asset  Purchase  Agreement  ("Asset  Purchase  Agreement") with VERITY
SOLUTIONS,  LLC,  an  Ohio  limited  liability  company  ("Company),  for  the
acquisition  of  substantially all of the assets of Company relating to Companys
business of being a full service provider of a variety of information technology
consulting  service  and  support  solutions,  including  module  or  full suite
implementations,  functional  configuration,  custom  development,  applications
training, version upgrades, database management support and data warehousing and
reporting  solutions;  and

WHEREAS,  Owner  owns  One  Hundred Percent (100%) of the outstanding membership
interest  of  Company;  and

WHEREAS, Purchaser would not have entered into the Asset Purchase Agreement with
Company  without the consent of Owner to enter into this covenant not to compete
agreement;  and

WHEREAS,  pursuant  to  Section  7.1  and  Exhibit  J-1  of  said Asset Purchase
Agreement,  Owner  agreed  to  enter  into  this  Agreement.

NOW,  THEREFORE,  in  consideration  of the mutual promises and covenants herein
contained  and  in  consideration  of  the  execution  and  closing of the Asset
Purchase  Agreement,  the  parties  hereto  agree  as  follows:

1.   As  an  inducement for Purchaser to enter into the Asset Purchase Agreement
     with  Company  (100%  of  the membership interest which is owned by Owner),
     Owner covenants and agrees that for a period equal to the later of four (4)
     years  from the closing of the Asset Purchase Agreement of even date or one
     (1) year after the termination of Owners employment with Purchaser pursuant
     to the terms of an Employment Agreement of even date, but no later than one
     (1) year after termination of employment if Owners employment is terminated
     without  cause,  Owner  will  not, or with any other person, corporation or
     entity,  directly  or  indirectly,


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     by  stock  or  other  ownership,  investment,  management,  employment  or
     otherwise,  or  in  any  relationship  whatsoever:

     (a)  Solicit,  divert  or  take  away or attempt to solicit, divert or take
          away,  any  of  the  business,  clients,  customers  or  patronage  of
          Purchaser  or  any  affiliate  or  subsidiary  thereof relating to the
          Business  of  Purchaser,  as  defined  below;  or

     (b)  Attempt  to seek or cause any clients or customers of Purchaser or any
          such  affiliate  or  subsidiary  relating  thereto  to  refrain  from
          continuing  their  patronage  of  the  Business  of  Purchaser;  or

     (c)  Engage in the Business of Purchaser in any state in which Purchaser or
          its  subsidiaries  or  affiliates  has an office and conducts Business
          during  the  term  of  this  Agreement.  A list of the states in which
          Purchaser  and  its  subsidiaries  or  affiliates  currently  transact
          business  is  attached  hereto  as  Exhibit  A;  or

     (d)  Knowingly  employ  or  engage,  or attempt to employ or engage, in any
          capacity,  any  person in the employ of the Purchaser or any affiliate
          or  subsidiary;  or

     (e)  Nothing  in  this  Agreement  shall  prohibit  Owner  from  owning  or
          purchasing less than five percent (5%) of the outstanding stock of any
          publicly-traded  company  whose  stock  is  traded  on a nationally or
          regionally recognized stock exchange or is quoted on NASDAQ or the OTC
          bulletin  board.

     For  purposes  of  this  Section,  the Business of Purchaser shall mean any
     person, corporation, partnership or other legal entity engaged, directly or
     indirectly,  through  subsidiaries  or affiliates, in the following line of
     business:

     (i)  The  providing  of  a  variety  of  information  technology consulting
          service  and  support  solutions,  including  module  or  full  suite
          implementations,  functional  configuration,  custom  development,
          applications  training,  version upgrades, database management support
          and  data  warehousing  and  reporting  solutions;

     (ii) Distributing  of  computer hardware, software, peripheral devices, and
          related  products and services to other entities or persons engaged in
          any  manner  in  the  business  of  the  distribution, sale, resale or
          servicing,  whether  at  the  wholesale or retail level, or leasing or
          renting, of computer hardware, software, peripheral devices or related
          products;


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<PAGE>
   (iii)  Sale  or  servicing,  whether  at  the  wholesale  or retail level, or
          leasing or renting, of computer hardware, software, peripheral devices
          or  related  products;

     (iv) Sale,  servicing  or  supporting  of  microcomputer  products  and
          microcomputer  support  solutions  and  computer integration products,
          peripheral  devices  and  related products, and the sale of networking
          services;

     (v)  Providing  of  integrated  desktop  management  and  network  services
          including  life cycle services, internetworking services, and end user
          support  services;  and

     (vi) Any  other  business activity which can reasonably be determined to be
          competitive  with  the principal business activity being engaged in by
          Purchaser  or  any  of  its  subsidiaries.

     Owner  has  carefully read all the terms and conditions of this Paragraph 1
     and  has  given  careful  consideration  to  the covenants and restrictions
     imposed  upon  Owner herein, and agrees that the same are necessary for the
     reasonable  and proper protection of Owner's Business acquired by Purchaser
     and  have  been separately bargained for and agrees that Purchaser has been
     induced  to  enter  into  the  Asset  Purchase  Agreement  and  pay  the
     consideration  described in Paragraph 2 by the representation of Owner that
     he  will  abide  by  and be bound by each of the covenants and restrictions
     herein; and Owner agrees that Purchaser is entitled to injunctive relief in
     the  event of any breach of any covenant or restriction contained herein in
     addition  to  all  other  remedies  provided by law or equity. Owner hereby
     acknowledges  that each and every one of said covenants and restrictions is
     reasonable  with  respect  to  the  subject  matter, the length of time and
     geographic  area  embraced therein, and agrees that irrespective of when or
     in  what  manner  this  agreement  may  be  terminated,  said covenants and
     restrictions  shall  be  operative  during  the  full  period  or  periods
     hereinbefore  mentioned  and  throughout  the  area hereinbefore described.

     The  parties  acknowledge that this Agreement, which Agreement is ancillary
     to  the  main thrust of the Asset Purchase Agreement, is being entered into
     to  protect  the legitimate business interests of Purchaser, including, but
     not  limited  to, (i) trade secrets; (ii) valuable confidential business or
     professional  information that otherwise does not qualify as trade secrets;
     (iii)  substantial  relationships  with  specific  prospective  or existing
     customers  or clients; (iv) client or customer good will associated with an
     on-going  business  by  way  of  trade  name, trademark, or service mark, a
     specific  geographic  location,  or a specific marketing or trade area; and
     (v)


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<PAGE>
     extraordinary  or  specialized training. In the event that any provision or
     portion  of  Paragraph  1  shall  for  any  reason  be  held  invalid  or
     unenforceable,  it is agreed that the same shall not affect the validity or
     enforceability of any other provision of Paragraph 1 of this Agreement, but
     the remaining provisions of Paragraph 1 of this Agreement shall continue in
     force and effect; and that if such invalidity or unenforceability is due to
     the  reasonableness  of  the  line  of  business, time or geographical area
     covered  by  certain  covenants  and restrictions contained in Paragraph 1,
     said  covenants  and  restrictions shall nevertheless be effective for such
     line  of business, period of time and for such area as may be determined by
     arbitration  or  by  a  Court  of  competent jurisdiction to be reasonable.

2.   The  consideration  for Owner's covenant not to compete shall be One Dollar
     ($1.00)  and other valuable consideration, including the consideration paid
     by  the  Purchaser  to  Company  pursuant to an Asset Purchase Agreement to
     which  Owner  is  a  party  of  even  date  herewith.

3.   The  terms and conditions of this Agreement shall be binding upon the Owner
     and  Purchaser,  and  their  successors,  heirs  and  assigns.

4.   This  Agreement  shall  be construed in accordance with and governed by the
     laws  of  the  State  of  Ohio.


IN  WITNESS  WHEREOF, the parties hereto have executed this Agreement on the day
and  year  first  above  written.



                                       -----------------------------------------
                                       JOHN R. BLACKBURN


                                       POMEROY SELECT INTEGRATION
                                       SOLUTIONS, INC.


                                       By:
                                          --------------------------------------


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<PAGE>
                                    EXHIBIT A
                                   ----------

                            STATES IN WHICH PURCHASER
                            AND/OR ITS PARENT COMPANY
                          AND/OR SUBSIDIARIES OR OTHER
                          AFFILIATES TRANSACT BUSINESS



     1.     Alabama
     2.     Arkansas
     3.     California
     4.     Florida
     5.     Georgia
     6.     Indiana
     7.     Illinois
     8.     Iowa
     9.     Kansas
     10.    Kentucky
     11.    Maryland
     12.    Massachusetts
     13.    Michigan
     14.    Minnesota
     15.    Mississippi
     16.    Missouri
     17.    North Carolina
     18.    Ohio
     19.    Oklahoma
     20.    Pennsylvania
     21.    South Carolina
     22.    Tennessee
     23.    Texas
     24.    Virginia
     25.    West Virginia


<PAGE>