TWELFTH AMENDMENT TO EMPLOYMENT AGREEMENT


THIS  TWELFTH AMENDMENT TO EMPLOYMENT AGREEMENT is made effective the 6th day of
January,  2003,  by  and  between  POMEROY  COMPUTER RESOURCES, INC., a Delaware
corporation  ("Company")  and  DAVID  B.  POMEROY,  II  (the  "Executive").

WHEREAS,  on  the  12th  day  of  March, 1992, Company and Executive executed an
Employment  Agreement  ("Agreement")  that  became  effective on the date of the
closing  of  the  initial  public  offering  of  the  Company  (April 10, 1992);

WHEREAS, Company and Executive entered into an Amendment to Employment Agreement
effective  July  6,  1993;

WHEREAS,  Company  and  Executive  entered into a Second Amendment to Employment
Agreement  effective  October  14,  1993;

WHEREAS,  Company  and  Executive  entered  into a Third Amendment to Employment
Agreement  effective  January  6,  1995;

WHEREAS,  Company  and  Executive  entered into a Fourth Amendment to Employment
Agreement  effective  for  the  fiscal  year  ending  January  5,  1996;

WHEREAS,  Company  and  Executive  entered  into a Fifth Amendment to Employment
Agreement  effective  January  6,  1996;

WHEREAS,  Company  and  Executive  entered  into a Sixth Amendment to Employment
Agreement  effective  January  6,  1997;

WHEREAS,  Company  and  Executive entered into a Seventh Amendment to Employment
Agreement  effective  January  6,  1998;

WHEREAS,  Company  and  Executive entered into an Eighth Amendment to Employment
Agreement  effective  January  6,  1999;

WHEREAS,  Company  and  Executive  entered  into a Ninth Amendment to Employment
Agreement  effective  January  6,  2000;

WHEREAS,  Company  and  Executive  entered  into a Tenth Amendment to Employment
Agreement  effective  January  6,  2001;

WHEREAS,  Company and Executive entered into an Eleventh Amendment to Employment
Agreement  effective  January  6,  2002;  and


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WHEREAS,  Company  and  Executive  desire to amend the Agreement, as amended, to
reflect  certain  changes  agreed  upon  by  Company  and  Executive  regarding
compensation  payable  to  Executive  for  the  2003 fiscal year and thereafter.

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

1.   Section  5(a)(iii)  shall  be  amended  as  follows:

        (iii)  During the Companys 2003 fiscal year, Executive shall be paid at
               the  annual  rate  of  Five  Hundred  Seventy  Thousand  Dollars
               ($570,000.00).  This rate shall continue for each subsequent year
               of the Agreement unless modified by the compensation committee as
               provided  in  Section  5(a)(iv).

2.   Section 5(b)(i) is amended commencing with the 2003 fiscal year as follows:

     (i)  Executive  shall be entitled to a bonus and non-qualified stock option
          award  for  the  2003  fiscal year in the event Employee satisfies the
          applicable  criteria set forth below of the income from operations (as
          defined)  of  the  Company  for  2003,  as  follows:

          (i)  Income  from operations greater than $26,000,000.00 but less than
               or  equal  to  $27,500,000.00 = $150,000.00 cash bonus and 75,000
               non-qualified  stock  options;

          (ii) Income  from operations greater than $27,500,000.00 but less than
               or  equal  to $29,000,000.00 = $250,000.00 cash bonus and 100,000
               non-qualified  stock  options;

         (iii) Income  from operations greater than $29,000,000.00 but less than
               or  equal  to $30,500,000.00 = $350,000.00 cash bonus and 125,000
               non-qualified  stock  options;

          (iv) Income  from operations greater than $30,500,000.00 = $500,000.00
               cash  bonus  and  150,000  non-qualified  stock  options.

     Within  thirty  (30)  days of the conclusion of the 2003 fiscal year of the
     Company  and each fiscal year thereafter, Executive and Company shall agree
     upon  the  threshold of operating income to be utilized for determining any
     bonus  and  non-qualified stock options to be awarded to


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     Executive  for  such year. Such bonus and non-qualified stock option awards
     for  each  subsequent  year  of  this  Agreement  shall  be consistent with
     Executive's  prior  plan.

     Any award of stock options to acquire the common stock of the Company shall
     be at the fair market value of such common stock as of the applicable date.
     For  purposes of this Agreement, 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 asked 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).

     For  purposes  of  this Agreement, the term income from operations shall be
     computed  without respect to the bonus payable to the Executive pursuant to
     this  Section  5(b)(i),  shall  exclude any gains or losses realized by the
     Company  on  the sale or other disposition of its assets (other than in the
     ordinary  course  of business) and shall exclude any extraordinary one-time
     charges  made  by  Company  during  said  fiscal  year.  Such  income  from
     operations  of  the  Company shall be determined on a consolidated basis by
     the  independent  accountant  regularly retained by the Company, subject to
     the  foregoing  provisions  of  this  subparagraph  (i)  in accordance with
     generally accepted accounting principles. Said determination and payment of
     such  bonus  shall be made within ninety (90) days following the end of the
     fiscal year of the Company and the determination by the accountant shall be
     final,  binding  and  conclusive  upon all parties hereto. In the event the
     audited  financial statements are not issued within such ninety-day period,
     the Company shall make the payment due hereunder (if any) based on its best
     reasonable  estimate  of  any  liability  hereunder,  which amount shall be
     reconciled  by  both  parties  once  the  audited  financial statements are
     issued.  Company  shall  have  the  ability to advance amounts to Executive
     based  on  the  projected  amount  of  the  bonus  compensation  to be paid
     hereunder.  In  the  event  that such advance payments are in excess of the
     amount  due  hereunder,  any  such excess shall be reimbursed to Company by
     Executive  within ninety (90) days following the end of the fiscal year. In
     the  event  such advance payments are less than the amount of said bonus as
     determined  hereunder,  any  additional  amount due Executive shall be paid
     within  ninety  (90)  days  following  the  end  of  the fiscal year of the
     Company.

          In  the event that Company would acquire during its 2003 fiscal year a
     company  that  had  gross  revenues  in excess of $100,000,000 for its most
     recently  concluded  fiscal year, Company and Executive shall in good faith
     determine  whether  any  adjustments  to  the  income  from  operations


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     criteria  set  forth  above,  whether  upward or downward, shall be made in
     order  to  reflect  the effect of such acquisition on the operations of the
     Company.

3.   Section 5.8 is amended by deleting the following language therefrom:

          "In  addition,  Company  agrees  to  enter  into  a  split dollar
          agreement with Executive and the trustee of his irrevocable trust
          agreement  whereunder  Company  shall  pay  all  premiums  on  a
          whole-life  policy(ies) on the life of Executive in the amount of
          $2  million  less the reportable economic benefit, provided he is
          insurable  at  standard  rates."

4.   Section  19  shall  be  amended  by  adding at the end of such section, the
     following  language:

          Executive  shall be awarded, effective January 6, 2003, an option
          to  acquire fifty thousand (50,000) shares of the common stock of
          Company  at  the  fair  market value of such shares on January 6,
          2003.  Such option shall be awarded Executive by Company pursuant
          to the terms of the Award Agreement, which is attached hereto and
          incorporated  herein  by  reference  as  Exhibit  A.

Except as modified above, the terms of the Employment Agreement, as amended, are
hereby affirmed and ratified by the parties.

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



WITNESSES:                                  POMEROY COMPUTER
                                            RESOURCES, INC.

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


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-------------------------------             -----------------------------------
                                            DAVID B. POMEROY, II, Executive


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