THIRD AMENDMENT AND CONSENT UNDER
                           CREDIT FACILITIES AGREEMENT

     This  THIRD  AMENDMENT  AND CONSENT UNDER CREDIT FACILITIES AGREEMENT (this
"Agreement")  is  entered  into and effective as of April 11, 2002, by and among
Pomeroy  Computer  Resources,  Inc., Pomeroy Select Integration Solutions, Inc.,
Pomeroy  Select  Advisory  Services,  Inc.,  Pomeroy  Computer  Resources  Sales
Company,  Inc.,  Pomeroy  Computer  Resources  Holding  Company,  Inc.,  Pomeroy
Computer  Resources  Operations, LLP, Technology Integration Financial Services,
Inc.,  T.I.F.S.  Advisory  Services,  Inc.,  TheLinc,  LLC and Val Tech Computer
Systems,  Inc.  (collectively  and  separately  referred to as, "Borrower"), and
Deutsche  Financial  Services  Corporation ("DFS"), as Administrative Agent, and
DFS  and  the  other  lenders listed on the signature pages and Exhibit 3 to the
Loan  Agreement  and  their  respective  successors  and  permitted  assigns, as
"Lenders"  (the  "Lenders").

                                    RECITALS:
                                    --------

A.   Borrower, Administrative Agent and Lenders are party to that certain Credit
     Facilities  Agreement  dated  as  of June 28, 2001, as amended by the First
     Amendment  to Credit Facilities Agreement dated as of November 13, 2001, as
     further  amended  by  the  Second  Amendment to Credit Facilities Agreement
     dated  as  of  March  18,  2002  (the  "Original  Loan  Agreement").

B.   Lenders  and Borrower have agreed to the provisions set forth herein on the
     terms  and  conditions  contained  herein.

                                    AGREEMENT
                                    ---------

     Therefore,  in  consideration  of  the  mutual  agreements herein and other
sufficient consideration, the receipt of which is hereby acknowledged, Borrower,
Administrative  Agent  and  the  Lenders  hereby  agree  as  follows:

1. DEFINITIONS. All references to the "Agreement" or the "Loan Agreement" in the
Original  Loan  Agreement and in this Agreement shall be deemed to be references
to the Original Loan Agreement as it is amended hereby and as it may be amended,
restated,  extended, renewed, replaced, or otherwise modified from time to time.
Capitalized  terms used and not otherwise defined herein have the meanings given
them  in  the  Loan  Agreement.

2. EFFECTIVENESS OF AGREEMENT. This Agreement shall become effective as of April
11,  2002,  but  only  if  this  Agreement  has  been executed by each Borrower,
Administrative  Agent  and  the  Lenders.

3.  CONSENT  TO  TIFS  TRANSACTION.  Notwithstanding the terms of Sections 11.11
(Other  Names),  11.32  (State  of Collateral), 13.2 (Corporate Existence), 13.4
(Inventory),  13.12.3  (Compliance  with  Terms  of  Security  Documents),  14.9
(Disposal  of  Property),  14.14 (Change of State of Formation; Change of Name),
14.15  (Change  of  Business),  or  14.18  (Conflicting  Agreements) of the Loan
Agreement  and  any  corresponding  provisions  of  the  Security Documents, the
Lenders  hereby  consent  to  (a)  the  sale by Technology Integration Financial
Services,  Inc.  ("TIFS") and T.I.F.S. Advisory Services, Inc. ("TIFS Advisory")
of  substantially all of their assets (the "TIFS Purchased Assets") used by TIFS
and  TIFS  Advisory  in the business of leasing and financing the acquisition of
various  types  of  equipment  to  commercial  users  to  Information  Leasing
Corporation,  an Ohio corporation (the "TIFS Sale Transaction"), (b) the release
of  the  Security  Interests  of  Administrative  Agent  (for the benefit of the
Lenders)  in  the  TIFS Purchased Assets, and (c) the change of name of TIFS and
TIFS  Advisory.  Lenders  further agree that the obligations of Pomeroy Computer
Resources,  Inc.,  TIFS,  and  TIFS  Advisory under


<PAGE>
the  Asset  Purchase  Agreement  (defined  below)  and the documents executed in
connection  therewith  will  not  constitute Indirect Obligations under the Loan
Agreement.  The  consents  provided  above are provided only with respect to the
Loan  Agreement and the Loan Documents, and are not intended as, nor may they be
relied  upon  as,  a consent under any other contractual arrangement between any
Borrower  and  any  Lender or any Affiliate of any Lender, pursuant to which any
aspect  of  the transactions contemplated by this Agreement may be restricted or
prohibited.  Each  Lender  reserves all of its rights under any such contractual
arrangement. The consents provided above are subject to the satisfaction of each
of  the  following  conditions:

     3.1.  The TIFS  Sale Transaction must be consummated on or before April 26,
2002  substantially  in accordance with the terms of that certain Asset Purchase
Agreement  among  TIFS,  TIFS  Advisory,  Pomeroy  Computer Resources, Inc., and
Information  Leasing  Corporation  dated  February 27, 2002 (the "Asset Purchase
Agreement").

     3.2.  The Asset  Purchase  Agreement must not be amended or modified unless
such  amendment  or  modification  is  approved  in  advance,  in  writing,  by
Administrative  Agent.

     3.3.  TIFS and TIFS Advisory must not recognize a net book loss on the sale
of  the  TIFS  Purchased  Assets.

     If  any  of  the  foregoing  conditions are not satisfied (as determined by
Administrative  Agent  and  the  Lenders  in  their  commercially  reasonable
discretion),  the  foregoing  consents  will  be  automatically  revoked.

4.   CONSENT  TO  VAL  TECH  TRANSACTION.
Notwithstanding  the  terms  of  Sections  11.11  (Other Names), 11.32 (State of
Collateral),  13.2  (Corporate Existence), 13.4 (Inventory), 13.12.3 (Compliance
with Terms of Security Documents), 14.9 (Disposal of Property), 14.14 (Change of
State  of  Formation;  Change  of  Name),  14.15  (Change of Business), or 14.18
(Conflicting  Agreements) of the Loan Agreement and any corresponding provisions
of  the  Security  Documents,  the Lenders hereby consent to (a) the sale by Val
Tech  Computer  Systems,  Inc.  ("Val  Tech") of substantially all of the assets
owned  by Val Tech as of the date of this Agreement (the "Val Tech Assets") (the
"Val  Tech  Sale  Transaction"),  (b)  the  release of the Security Interests of
Administrative  Agent  (for  the benefit of the Lenders) in the Val Tech Assets,
and (c) the change of name of Val Tech. The consents provided above are provided
only  with  respect  to  the  Loan Agreement and the Loan Documents, and are not
intended  as,  nor  may  they  be  relied  upon  as,  a  consent under any other
contractual  arrangement between any Borrower and any Lender or any Affiliate of
any  Lender,  pursuant  to  which any aspect of the transactions contemplated by
this  Agreement may be restricted or prohibited. Each Lender reserves all of its
rights  under  any such contractual arrangement. The consents provided above are
subject  to  the  satisfaction  of  each  of  the  following  conditions:

     4.1.  Val  Tech  must  not recognize a net book loss on the sale of the Val
Tech  Purchased  Assets.

     4.2.  The  Val Tech Transaction must be closed on reasonable business terms
in  an  arm's  length  transaction.

     4.3.  Copies  of  all  of the documents executed in connection with the Val
Tech  Transaction must be promptly delivered to Administrative Agent and each of
the  Lenders.


                                        2
<PAGE>
     If  any  of  the  foregoing  condition  are not satisfied (as determined by
Administrative  Agent  and  the  Lenders  in  their  commercially  reasonable
discretion),  the  foregoing  consents  will  be  automatically  revoked.

5.  NEW  NAMES;  UCC  FINANCING  STATEMENTS.  Borrower  will  provide  copies to
Administrative  Agent  of  any amendments to the Charter Documents of TIFS, TIFS
Advisory, or Val Tech pursuant to the TIFS Sale Transaction or the Val Tech Sale
Transaction prior to the filing thereof, and will provide file-stamped copies of
such  amendments  within  one  Business  Day  of  the filing thereof. TIFS, TIFS
Advisory,  and  Val  Tech  hereby  authorize  Administrative  Agent  to file any
financing  statements deemed appropriate by Administrative Agent against the new
names  of  TIFS,  TIFS  Advisory,  and Val Tech. Each Borrower acknowledges that
TIFS,  TIFS  Advisory, and Val Tech will continue to be Borrowers under the Loan
Agreement  and  will  remain  subject  to  the  representations, warranties, and
covenants  contained  in  the  Loan  Agreement.

6.  AMENDMENTS.  The  Original  Loan  Agreement  is  hereby  amended as follows:

     6.1.  PERMITTED INVESTMENTS. Section 14.1 of the Original Loan Agreement is
amended  by  inserting  the  following  new  Section  14.1.7:

            14.1.7.  Investments  by  Pomeroy  Computer Resources, Inc.,
            Pomeroy  Computer  Resources Sales Company, Inc., or Pomeroy
            Computer  Resources  Operations, LLP made under that certain
            Residual  Investment Participation Addendum to the Exclusive
            Vendor  Agreement  executed  in connection with that certain
            Asset  Purchase  Agreement among T.I.F.S. Advisory Services,
            Inc.,  Technology  Integration  Financial  Services,  Inc.,
            Pomeroy  Computer  Resources,  Inc., and Information Leasing
            Corporation  dated  as  of  February  27, 2002, provided the
            aggregate  dollar amount of such Investments does not exceed
            $3,000,000.

7.  REPRESENTATIONS  AND WARRANTIES OF BORROWER. Each Borrower hereby represents
and  warrants  to  Administrative Agent and the Lenders that (i) such Borrower's
execution  of this Agreement has been duly authorized by all requisite action of
such  Borrower;  (ii)  no consents are necessary from any third parties for such
Borrower's  execution,  delivery  or  performance  of this Agreement, (iii) this
Agreement,  the Loan Agreement, and each of the other Loan Documents, constitute
the  legal,  valid  and  binding  obligations  of  Borrower  enforceable against
Borrower  in  accordance  with  their  terms,  except  to  the  extent  that the
enforceability thereof against Borrower may be limited by bankruptcy, insolvency
or  other  laws affecting the enforceability of creditors rights generally or by
equity  principles  of  general  application,  (iv)  except  as disclosed on the
disclosure  schedule  attached  to  the  Original  Loan  Agreement,  all  of the
representations and warranties contained in Section 11 of the Loan Agreement are
true and correct with the same force and effect as if made on and as of the date
of  this  Agreement,  and (v) after giving effect to this Agreement, there is no
Existing  Default.

8.  REAFFIRMATION.  Each  Borrower hereby acknowledges and confirms that (i) the
Loan  Agreement  and  the  other Loan Documents remain in full force and effect,
(ii)  such  Borrower has no defenses to its obligations under the Loan Agreement
and the other Loan Documents, (iii) the Security Interests of the Administrative
Agent  under  the  Security  Documents secure all the Loan Obligations under the
Loan Agreement, continue in full force and effect, and have the same priority as
before  this  Agreement,  and  (iv)  such  Borrower  has  no  claim  against
Administrative  Agent  or any Lender arising from or in connection with the Loan
Agreement  or  the  other  Loan  Documents.


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<PAGE>
9.  GOVERNING  LAW. This Agreement has been executed and delivered in St. Louis,
Missouri,  and shall be governed by and construed under the laws of the State of
Missouri  without  giving  effect  to  choice  or  conflicts  of  law principles
thereunder.

10.  SECTION TITLES. The section titles in this Agreement are for convenience of
reference only and shall not be construed so as to modify any provisions of this
Agreement.

11. COUNTERPARTS; FACSIMILE TRANSMISSIONS. This Agreement may be executed in one
or more counterparts and on separate counterparts, each of which shall be deemed
an  original,  but  all  of  which  together  shall  constitute one and the same
instrument.  Signatures  to  this  Agreement  may be given by facsimile or other
electronic transmission, and such signatures shall be fully binding on the party
sending  the  same.

12.  INCORPORATION  BY  REFERENCE.  Administrative  Agent,  Lenders and Borrower
hereby agree that all of the terms of the Loan Documents are incorporated in and
made  a  part  of  this  Agreement  by  this  reference.

13.  NOTICE-ORAL  COMMITMENTS  NOT  ENFORCEABLE.
The  following  notice  is  given  pursuant  to  Section 432.045 of the Missouri
Revised  Statutes;  nothing contained in such notice shall be deemed to limit or
modify  the  terms  of  the  Loan  Documents:

          ORAL  AGREEMENTS  OR  COMMITMENTS  TO  LOAN MONEY, EXTEND CREDIT OR TO
          FORBEAR  FROM  ENFORCING  REPAYMENT  OF  A  DEBT INCLUDING PROMISES TO
          EXTEND  OR  RENEW  SUCH  DEBT  ARE  NOT  ENFORCEABLE.  TO  PROTECT YOU
          (BORROWER)  AND US (CREDITOR) FROM MISUNDERSTANDING OR DISAPPOINTMENT,
          ANY  AGREEMENTS  WE  REACH COVERING SUCH MATTERS ARE CONTAINED IN THIS
          WRITING,  WHICH  IS  THE  COMPLETE  AND  EXCLUSIVE  STATEMENT  OF  THE
          AGREEMENT  BETWEEN  US,  EXCEPT  AS  WE  MAY LATER AGREE IN WRITING TO
          MODIFY  IT.

     {REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGES IMMEDIATELY
                                    FOLLOWS}


                                        4
<PAGE>
     IN  WITNESS  WHEREOF,  this Agreement has been duly executed as of the date
first  above  written.


POMEROY COMPUTER RESOURCES, INC., AS A BORROWER

By:
    -----------------------------------------------
Name:
     ----------------------------------------------
Title:
      ---------------------------------------------


POMEROY SELECT INTEGRATION SOLUTIONS, INC., AS A BORROWER

By:
    -----------------------------------------------
Name:
     ----------------------------------------------
Title:
      ---------------------------------------------


POMEROY SELECT ADVISORY SERVICES, INC., AS A BORROWER

By:
    -----------------------------------------------
Name:
     ----------------------------------------------
Title:
      ---------------------------------------------


POMEROY COMPUTER RESOURCES SALES COMPANY, INC., AS A BORROWER

By:
    -----------------------------------------------
Name:
     ----------------------------------------------
Title:
      ---------------------------------------------


POMEROY COMPUTER RESOURCES HOLDING COMPANY, INC., AS A BORROWER

By:
    -----------------------------------------------
Name:
     ----------------------------------------------
Title:
      ---------------------------------------------


POMEROY COMPUTER RESOURCES OPERATIONS, LLP, AS A BORROWER

By:
    -----------------------------------------------
Name:
     ----------------------------------------------
Title:
      ---------------------------------------------


                                        5
<PAGE>
TECHNOLOGY INTEGRATION FINANCIAL SERVICES, INC., AS A BORROWER

By:
    -----------------------------------------------
Name:
     ----------------------------------------------
Title:
      ---------------------------------------------


T.I.F.S. ADVISORY SERVICES, INC., AS A BORROWER

By:
    -----------------------------------------------
Name:
     ----------------------------------------------
Title:
      ---------------------------------------------


THELINC, LLC, AS A BORROWER

By:
    -----------------------------------------------
Name:
     ----------------------------------------------
Title:
      ---------------------------------------------


VAL TECH COMPUTER SYSTEMS, INC., AS A BORROWER

By:
    -----------------------------------------------
Name:
     ----------------------------------------------
Title:
      ---------------------------------------------


                                        6
<PAGE>
DEUTSCHE FINANCIAL SERVICES CORPORATION,
 as Administrative Agent and a Lender

By:
   -----------------------------------------------
Name:  Kenneth MacDonell
Title: Vice President



FIRSTAR BANK, NATIONAL ASSOCIATION, AS A LENDER

By:
    -----------------------------------------------
Name:
     ----------------------------------------------
Title:
      ---------------------------------------------


NATIONAL CITY BANK, AS A LENDER

By:
    -----------------------------------------------
Name:
     ----------------------------------------------
Title:
      ---------------------------------------------


IBM CREDIT CORPORATION, AS A LENDER

By:
    -----------------------------------------------
Name:
     ----------------------------------------------
Title:
      ---------------------------------------------


UPS CAPITAL CORPORATION, AS A LENDER

By:
    -----------------------------------------------
Name:
     ----------------------------------------------
Title:
      ---------------------------------------------


FIFTH THIRD BANK, NORTHERN KENTUCKY, INC., AS A LENDER

By:
    -----------------------------------------------
Name:
     ----------------------------------------------
Title:
      ---------------------------------------------


                                        7
<PAGE>
TRANSAMERICA COMMERCIAL FINANCE CORPORATION, AS A LENDER


By:
    -----------------------------------------------
Name:
     ----------------------------------------------
Title:
      ---------------------------------------------


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<PAGE>