POMEROY COMPUTER RESOURCES, INC.
                    SECOND AMENDMENT TO EMPLOYMENT AGREEMENT


     This Second Amendment to Employment Agreement ("Second Amendment") is made
as of the 5th day of March, 2003, by and between POMEROY COMPUTER RESOURCES,
INC., a Delaware corporation ("Company"), and MICHAEL ROHRKEMPER ("Employee").

     WHEREAS, on the 28TH day of May, 2001, the Company and Employee entered
into an Employment Agreement ("Agreement");

     WHEREAS, thereafter, on March 2, 2002, the Company and Employee entered
into a First Amendment to Employment Agreement; and

     WHEREAS, Company and Employee desire to enter into this Second Amendment to
Employment Agreement to provide Employee with continued employment with the
Company and additional responsibilities, duties, benefits and compensation
incident thereto.

     NOW, THEREFORE, in consideration of the foregoing premises and the mutual
covenants hereinafter set forth, the parties hereby agree as follows:

1.   Section  5  shall  be  amended by deleting Sections 5(a), 5(d)(i) and (ii),
     5(e)  and  5(h) of the First Amendment in their entirety and replacing them
     with  the  following:

     5.  Compensation.  For  all services rendered by the Employee, compensation
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     shall  be  paid  to  Employee  as  follows:

          (a)  Base  Salary. Employee's base annual salary shall be $200,000.00.
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          Employee  shall  be entitled to an increase in his annual base salary,
          in  the  event  the  Company meets or exceeds the following net profit
          before  taxes  thresholds:  if  Company's  net profit before taxes for
          fiscal  year  2003  is  greater  than  5.0%  for  such  fiscal period,
          Employee's annual base salary for the final year of the three (3) year
          term  provided  under  the  First  Amendment  shall  be  automatically
          increased  by  $25,000.00.


          (d)  Quarterly  Bonus.
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               (i)  DSO Bonus. Employee shall be eligible to receive a quarterly
               bonus  based  upon  the  average  "days  sales  are  outstanding"
               ("DSO"),  as  reflected  on  the  financial  statements  for  the
               consolidated  company  for  the  respective  quarterly  period as
               follows: in the event the average DSO's are less than 50 days for
               the  applicable  quarter, Employee shall be entitled to receive a
               cash  bonus  of $12,500.00; if the average DSO's are less than 48
               for the applicable quarter, Employee shall be entitled to receive
               a cash bonus of $17,500.00; or if the average DSO's are less than
               46 days for the applicable quarter, Employee shall be entitled to
               receive  a  cash  bonus of $25,000.00. The parties mutually agree
               that  the  thresholds  set forth herein above shall be subject to
               further  review  after  the  close of the company's second fiscal
               quarter  of  2003.  Any  modification  of  the  quarterly  bonus
               provision  set forth in this Section shall be done in writing and
               signed  by  both  parties.


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               (ii)  NPBT  Bonus.  Employee  shall also be eligible to receive a
               quarterly  bonus  if  Company's  net profit before taxes ("NPBT")
               meet  or  exceed  certain thresholds, which are more particularly
               set  forth  herein  below.  If  Company's NPBT for the applicable
               quarter  is  greater  than  4.0%,  Employee  shall be entitled to
               receive  a  cash bonus of $7,500.00 for the quarter; if Company's
               NPBT  for  the  applicable quarter is greater than 4.5%, Employee
               shall  be  entitled to receive a cash bonus of $12,500.00; or, if
               Company's  NPBT  is greater than 5.0%, Employee shall be entitled
               to receive a cash bonus of $15,000.00. In the event Company fails
               to  attain  the  NPBT  thresholds  referenced hereinabove for the
               applicable  quarter,  Employee  shall  not  be  eligible  for  or
               entitled  to any bonus hereunder. The parties mutually agree that
               the thresholds set forth herein above shall be subject to further
               review  after the close of the company's second fiscal quarter of
               2003. Any modification of the quarterly bonus provision set forth
               in  this  Section  shall  be  done  in writing and signed by both
               parties.

          (e)  Year  End  Bonus based on Company's Performance/Results. Employee
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          shall  be  eligible to receive a year end bonus in accordance with the
          following  schedule  so  long as (i) the Company achieves a net profit
          before taxes ("NPBT") greater than 4.0% for fiscal year 2003; and (ii)
          Company's  gross  sales  are in excess of the following thresholds: If
          Company  generates gross sales in excess of $750,000,000.00 for fiscal
          year 2003, Employee shall be entitled to receive $25,000.00 in cash or
          stock  and  5,000  stock  options; if Company generates gross sales in
          excess  of  $775,000,000.00  for  fiscal  year 2003, Employee shall be
          entitled  to  receive  $50,000.00  in  cash  or stock and 10,000 stock
          options;  or  if  Company  generates  gross  sales  in  excess  of
          $800,000,000.00  for  fiscal  year 2003, Employee shall be entitled to
          receive  $100,000.00  in  cash  or  stock  and  15,000  stock options.
          Employee  understands  and  acknowledges that payment of fifty percent
          (50%)  of  any cash bonus deemed earned by Employee hereunder shall be
          deferred  and  subject  to  a five (5) year vesting schedule. Employee
          further  understands  and  acknowledges that any stock options awarded
          hereunder  shall  be subject to a three (3) year vesting schedule. Any
          such  stock  option awards made pursuant to this Section 5(e) shall be
          made  subject  to  any  and  all terms and conditions contained in the
          Company's  2002  Non-Qualified and Incentive Stock Option Plan and the
          Award  Agreement incident thereto. Any such award shall grant Employee
          the  option to acquire a certain amount of common stock of the Company
          at  the  fair  market  value of such common stock as of the applicable
          date. For the purposes of this Second Amendment, the fair market value
          as  of  the  applicable  date  shall  mean  with respect to the common
          shares,  the  average  between the high and low bid and ask prices for
          such  shares  on  the over-the-counter market on the last business day
          prior  to the date on which the value is to be determined (or the next
          preceding  date on which sales occurred if there were no sales on such
          date).  The  year-end bonus schedule provided in this Section shall be
          in  effect  for  fiscal  year  2003  only.

          (h)  Management Based Objective ("MBO"). Employee shall be eligible to
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          receive  a one-time, lump sum bonus up to $20,000.00 at the end of the
          Company's  fiscal  2003  if  the  Company's  total  outstanding vendor
          receivables  are  reduced  from  $2,800,000.00  to  zero by the end of
          fiscal  2003.  The  President of the Company shall retain the sole and
          complete  discretion  to  determine the dollar amount of the bonus, if
          any,  which  shall be paid to Employee under this MBO. For purposes of
          this section, "vendor receivables" shall be defined as all receivables
          related  to  the  following  Company  accounts,  without regard to and
          excluding  any  reserves  established  on the Company's books for such
          accounts:  rebate receivables, receivables related to product returns,
          price  protection  receivables,  NSN  receivables,  deposits,
          warranty/cross-ship  reimbursement  receivables, employee receivables,
          receivables  related  to  leases  and  tax related receivables arising
          thereunder,  marketing  receivables, and other miscellaneous accounts.
          In  no  event  shall  the term "vendor receivables," as defined herein
          above,  include  receivables  related  to the Company's customer trade
          accounts.  This  Management  Based  Objective  bonus,  as provided for
          hereinabove,  shall  be  in  effect  for  fiscal  year  2003  only.

2.     Section  6(f)  of the Agreement shall be amended by replacing any and all
references  therein  to  $300,000.00  to  $500,000.00.  Accordingly, the Company
shall  increase  the term life insurance policy that it maintains on the life of
Employee,  pursuant  to  Section  6(f)  of  the  Agreement,  from $300,000.00 to
$500,000.00.

     Except as modified by this Second Amendment to Employment Agreement, the
parties affirm and ratify the terms and conditions of the Agreement and First
Amendment thereto.

     IN WITNESS WHEREOF, this Second Amendment to Employment Agreement has been
executed as of the day and year first above written.

Witnesses:

___________________________________          POMEROY COMPUTER
     RESOURCES, INC.

___________________________________          By:______________________________


___________________________________           ________________________________
                                              MICHAEL ROHRKEMPER
____________________________________


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