AMENDED AND RESTATED

                              EMPLOYMENT AGREEMENT

                                 By and Between

                           Pomeroy IT Solutions, Inc.

                      fka Pomeroy Computer Resources, Inc.

                                       and

                               Stephen E. Pomeroy

                                ________________


<PAGE>
                                TABLE OF CONTENTS

1.   Employment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
2.   Term . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
3.   Position  and  Duties. . . . . . . . . . . . . . . . . . . . . . . . . . 2
4.   Place  of  Performance . . . . . . . . . . . . . . . . . . . . . . . . . 3
5.   Compensation  and  Related  Matters. . . . . . . . . . . . . . . . . . . 3
     (a)  Base  Salary. . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
     (b)  Annual  Bonus . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
     (c)  Annual  Bonus  Determination. . . . . . . . . . . . . . . . . . . . 5
     (d)  Incentive  Plans. . . . . . . . . . . . . . . . . . . . . . . . . . 8
     (e)  Expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
     (f)  Stock  Option  Award. . . . . . . . . . . . . . . . . . . . . . . . 8
6.   Fringe  Benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . .10
     (a)  Health  Insurance . . . . . . . . . . . . . . . . . . . . . . . . .10
     (b)  Vacation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .10
     (c)  Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . .10
     (d)  Automobile  Use . . . . . . . . . . . . . . . . . . . . . . . . . .11
     (e)  Expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .11
     (f)  Retirement  Plan. . . . . . . . . . . . . . . . . . . . . . . . . .12
     (g)  Flight  Time  Business  Usage . . . . . . . . . . . . . . . . . . .12
7.   Termination. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .12
     (a)  Death . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .12
     (b)  Disability. . . . . . . . . . . . . . . . . . . . . . . . . . . . .12
     (c)  Cause . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .14
     (d)  Good  Reason. . . . . . . . . . . . . . . . . . . . . . . . . . . .15
     (e)  Notice  of  Termination . . . . . . . . . . . . . . . . . . . . . .18
     (f)  Date  of  Termination . . . . . . . . . . . . . . . . . . . . . . .19
8.   Compensation  Upon  Termination. . . . . . . . . . . . . . . . . . . . .21
9.   Covenant  Not  to  Compete . . . . . . . . . . . . . . . . . . . . . . .28
10.  Confidentiality. . . . . . . . . . . . . . . . . . . . . . . . . . . . .30
11.  Binding  Employment  Agreement . . . . . . . . . . . . . . . . . . . . .31


                                        i
<PAGE>

12.  Notice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .32
13.  General  Provisions. . . . . . . . . . . . . . . . . . . . . . . . . . .32
14.  Validity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .33
15.  Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .33
16.  Entire  Employment  Agreement. . . . . . . . . . . . . . . . . . . . . .34
17.  Injunctive  Relief . . . . . . . . . . . . . . . . . . . . . . . . . . .34
18.  Consent  to  Jurisdiction  and  Forum. . . . . . . . . . . . . . . . . .34
19.  Signing  Bonus . . . . . . . . . . . . . . . . . . . . . . . . . . . . .35


                                       ii
<PAGE>
                    AMENDED AND RESTATED EMPLOYMENT AGREEMENT
                    -----------------------------------------

     This Amended and Restated Employment Agreement (the "Employment Agreement")
made  this  3rd  day of November, 2003 (the "Effective Date") between POMEROY IT
SOLUTIONS,  INC.,  a Delaware corporation, fka Pomeroy Computer Resources, Inc.,
(the  "Company"),  and  STEPHEN  E.  POMEROY  (the  "Executive").

     WHEREAS,  on  the  6th  day  of  January,  1999, the Company's wholly owned
subsidiary, Pomeroy Select Integration Solutions, inc. and Executive executed an
Employment  Agreement;  and

     WHEREAS, effective September 1, 1999, Pomeroy Select Integration Solutions,
Inc.  and  Executive  executed  a  First  Amendment to Employment Agreement; and
WHEREAS,  Company  and  Executive  entered into a Second Amendment to Employment
Agreement  effective  January  6,  2001;  and

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

     WHEREAS,  Company  and  Executive  entered  into  a  Fourth  Amendment  to
Employment  Agreement  effective  January  6,  2003;  and

     WHEREAS,  Company  and Executive desire to amend and restate the Employment
Agreement in its entirety, to reflect certain changes agreed upon by Company and
Executive  regarding  compensation  and  other  matters.


                                  Page 1 of 36
<PAGE>
     NOW,  THEREFORE,  in  consideration  of  the  continued  employment  of the
Executive  by  the  Company  and  the  benefits  to  be derived by the Executive
hereunder,  and  of  the  Executive's  agreement  to continued employment by the
Company as provided herein, the parties mutually agree as follows:

     1.     Employment.  The  Company hereby agrees to employ the Executive, and
            ----------
the  Executive  hereby  agrees to serve the Company, on the terms and conditions
set  forth  herein.

     2.     Term.  Subject  to  the  provisions  for  termination as hereinafter
            ----
provided,  the  term  of  this Employment Agreement shall begin on the Effective
Date  and  shall continue for five (5) years thereafter.  On each day during the
term  of this Employment Agreement, such term automatically shall be extended on
a  daily basis such that the term of this Employment Agreement shall continue to
be  five (5) years unless this Employment Agreement is terminated as provided in
Section  7.

     3.     Position  and  Duties.  The  Executive  shall  initially  serve  as
            ----------------------
President  and  Chief  Operating Officer of the Company and shall be responsible
for  overall  executive  management  and  planning  and  shall  have  such other
responsibilities, duties and authority as are customary of a President and Chief
Operating  Officer of a company the size and structure of the Company and as may


                                  Page 2 of 36
<PAGE>
from  time to time be assigned to the Executive by the Board of Directors of the
Company  (the  "Board")  that are consistent with such responsibilities, duties,
authority  and applicable law.  The Executive shall devote substantially all his
working  time  and  efforts  to  the  business  and  affairs  of  the  Company.

     4.     Place of Performance.  In connection with the Executive's employment
            ---------------------
by  the Company, the Executive shall be based at the principal executive offices
of  the  Company  in  the  greater  Cincinnati,  Ohio  area.

     5.     Compensation and Related Matters.  As compensation and consideration
            ---------------------------------
for the performance by the Executive of the Executive's duties, responsibilities
and  covenants  pursuant  to this Employment Agreement, the Company will pay the
Executive  and  the  Executive  agrees  to  accept  in  full  payment  for  such
performance  the  amounts  and  benefits  set  forth  below:

          (a)     Base  Salary.  During the portion of the Company's 2003 fiscal
                  ------------
     year  covered by this Agreement, Executive shall be paid at the annual rate
     of  Four  Hundred Fifty Thousand Dollars ($450,000.00) per year. During the
     Company's  2004  fiscal year, Executive shall be paid at the annual rate of
     Four  Hundred  Ninety-Five  Thousand Dollars ($495,000.00) per year. During
     the  Company's 2005 fiscal year, Executive shall be paid at the annual rate
     of  Five Hundred Forty-Four Thousand Five Hundred Dollars ($544,500.00) per
     year.  The 2005 fiscal year rate shall continue for each subsequent year of


                                  Page 3 of 36
<PAGE>
     the  Employment  Agreement unless modified by the Compensation Committee of
     the  Company.

          Compensation  of  the Executive by salary payments shall not be deemed
     exclusive  and  shall  not  prevent the Executive from participating in any
     other  compensation  or  benefit  plan  of the Company. The salary payments
     (including  any  increased  salary payments) hereunder shall not in any way
     limit  or reduce any other obligation of the Company hereunder or under any
     other  compensation  or benefit plan or agreement under which the Executive
     is  entitled to receive payments or other benefits from the Company, and no
     other  compensation,  benefit  or  payment  hereunder  or  under  any other
     compensation  or  benefit  plan  or  agreement under which the Executive is
     entitled  to  receive  payments or other benefits from the Company shall in
     any  way  limit  or  reduce  the  obligation  of  the  Company  to  pay the
     Executive's  salary  hereunder.

      (b)     Annual  Bonus.  Executive  shall  be  entitled  to  a  bonus  and
              --------------
     non-qualified  stock  option  award  for  the 2003 fiscal year in the event
     Executive  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


                                  Page 4 of 36
<PAGE>
          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.

          (c)     Annual  Bonus  Determination.  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  or any other performance related criteria to be utilized
     for  determining any bonus and non-qualified stock options to be awarded to
     Executive  for  such year. Such bonus and non-qualified stock option awards
     for  each  subsequent year of this Employment Agreement shall be consistent
     with  Executive's  prior  plan.


                                  Page 5 of 36
<PAGE>
     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  Employment  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 Employment Agreement, the term income from operations
shall be computed without respect to the bonus payable to the Executive pursuant
to  Section  5(b),  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  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


                                  Page 6 of 36
<PAGE>
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 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.


                                  Page 7 of 36
<PAGE>
          (d)     Incentive Plans. During the term of the Executive's employment
                  ----------------
     hereunder,  the  Executive  shall  participate  in all management incentive
     plans  made  generally available to executives of the Company in comparable
     positions  (the  "Bonus  Plans").  In  addition to the foregoing, the Board
     shall review at least annually the Executive's performance to determine, in
     its  sole discretion, whether bonus compensation other than pursuant to the
     Bonus  Plans  is  appropriate.

          (e)     Expenses.  During  the  term  of  the  Executive's  employment
                  ---------
     hereunder,  the Executive shall be entitled to receive prompt reimbursement
     for all reasonable and customary travel and entertainment expenses or other
     out-of-pocket business expenses incurred by the Executive in fulfilling the
     Executive's  duties  and responsibilities hereunder, including all expenses
     of  travel  and  living expenses while away from home on business or at the
     request  of  and  in  the  service  of  the Company and telephone expenses,
     provided  that  such  expenses are incurred and accounted for in accordance
     with  the  policies  and  procedures  established  by  the  Company.

          (f)     Stock Option Award.  Upon the  execution  of  this  Employment
     Agreement  and  on  each  subsequent  four  consecutive  annual anniversary
     date(s)  of  the Effective Date of this Employment Agreement, provided that
     Executive  is


                                  Page 8 of 36
<PAGE>
     employed by Company on such date (i.e., November ____, 2004, November ____,
     2005,  November  ____,  2006  and  November ____, 2007), Executive shall be
     awarded an option to acquire 100,000 shares of the common shares of Company
     at the fair market value of such common shares as of the date of the award.
     Such options shall be awarded to Executive by Company pursuant to the terms
     of  an Award Agreement to be executed on the applicable date. The number of
     shares  that  shall  be  subject  to  this  option  on  each  of the annual
     anniversary  dates  of the Effective Date of the Employment Agreement shall
     be  subject  to  adjustment  as  set  forth  in the Plan. The options to be
     granted incident thereto shall be Non-Qualified Stock Options and shall not
     be  treated  by the Company or the Executive as Incentive Stock Options for
     federal  income  tax purposes. The term of each Award set forth above shall
     be  for  a  period  of  five  (5)  years  from the date of each such award.
     Company's  award  agreement  for the grant of the initial 100,000 shares of
     its  common  stock  hereunder  is  attached  hereto  as  Exhibit  A.

          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 Employment Agreement, the fair market value as
     of  the  applicable  date shall mean with respect to the common shares, the
     average


                                  Page 9 of 36
<PAGE>
     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).

     6.     Fringe  Benefits.  During  the  term  of  this Employment Agreement,
            -----------------
Executive  shall  be  entitled  to  the  following  benefits:

          (a)     Health  Insurance.  During  the  term  of  this  Employment
                  ------------------
     Agreement, Executive shall be provided with the standard medical health and
     insurance  coverage  maintained  by  Company  on its employees. Company and
     Executive  shall each pay fifty percent (50%) of the cost of such coverage.

          (b)     Vacation.  Executive shall be entitled each year to a vacation
                  ---------
     of  four  (4)  weeks  during  which  his compensation will be paid in full.
     Provided,  however,  such  weeks may not be taken consecutively without the
     written  consent  of  Company.

          (c)     Insurance.  During  the  term  of  this  Employment Agreement,
                  ----------
     Company  shall  maintain on the life of Executive, provided he is insurable
     at  standard  rates,  a  term  life  insurance  policy  in  the  amount  of
     $1,000,000.00.  Executive shall have the right to designate the beneficiary
     of  such  policy.  Executive  agrees to take any and all physicals that are
     necessary  incident  to  the  issuance  and/or  renewal  of said policy. In
     addition, Executive agrees to take any and all physicals that are necessary
     incident  to  the  procurement  of  key  person  insurance upon his life by


                                  Page 10 of 36
<PAGE>
     Company.  In  the  event  that Executive is not insurable at standard rates
     during  the  term  of  this  Employment Agreement, but Executive is able to
     procure  rated coverage, Executive shall have the right to procure coverage
     for  a  lower  amount  of insurance, the cost of which is equivalent to the
     standard  term  rate  cost  of  $1,000,000.00  of  coverage.  In  the event
     Executive  is  not  insurable,  then  Company shall pay Executive an amount
     equal  to  the  projected  cost  of  the  contemplated  term  insurance  of
     $1,000,000.00  at  standard  rates.

          (d)     Automobile  Use.  Company  shall  provide  Executive  with  an
                  ----------------
     automobile  that  is  comparable  to  the  Mercedes  owned  by  Company and
     currently  utilized  by  Executive.  Company  shall  directly  pay  for all
     maintenance,  repairs,  gasoline  and  insurance  costs  related  to  said
     automobile.  Company shall reimburse Executive for any costs of gasoline or
     any  other reasonable item that he expends on behalf of Company incident to
     its  business use within thirty (30) days of Executive incurring such cost.

          (e)     Expenses.  During  the  term  of  this  Employment  Agreement,
                  ---------
     Company  shall  provide  an  expense  allowance of One Thousand Two Hundred
     Dollars  ($1,200.00)  per month to Executive to reimburse Executive for the
     business  use  of his home and various cellular phones, home phones, faxes,
     computers,  etc.  Executive  shall  provide Company, upon request, with any
     documentation  substantiating  such  expenditures  hereunder.


                                  Page 11 of 36
<PAGE>
          (f)     Retirement  Plan.  Executive  shall participate, after meeting
                  -----------------
     eligibility  requirements, in any qualified retirement plans and/or welfare
     plans  maintained  by  the  Company  during  the  term  of  this Employment
     Agreement.

          (g)     Flight  Time  Business  Usage.  In  the  event  of a Change of
                  ------------------------------
     Control  as defined under the terms of this Employment Agreement, Executive
     shall  be  provided  each year with one hundred fifty (150) hours of flight
     time  for  business usage by private air carrier provided by Cincinnati Air
     or some other executive jet service that may be designated by Executive. In
     the  event  Executive does not use such designated hours of flight time for
     business  usage  during  any  particular year after a Change in Control has
     occurred,  no  carryover  shall  exist  for  any  unused  time.

     Executive  shall  be responsible for any and all taxes owed, if any, on the
fringe  benefits  provided  to  him  pursuant  to  this  Section  6.

     7.     Termination.  The Executive's employment hereunder may be terminated
            ------------
under  the  following  circumstances:

          (a)     Death.  The  Executive's  employment hereunder shall terminate
                  ------
     upon  his  death.

          (b)     Disability.  If  the  Executive  is "permanently disabled" (as
                  -----------
     defined  below),  the  Company  may  terminate  the  Executive's employment
     hereunder.  For  purposes  of  this  Employment  Agreement, the Executive's


                                  Page 12 of 36
<PAGE>
     permanent disability shall be deemed to occur after one hundred fifty (150)
     days  in  the aggregate during any consecutive twelve (12) month period, or
     after one hundred fifty (150) consecutive days, during which the Executive,
     by  reason  of  his  physical  or mental illness, shall have been unable to
     discharge  fully  his  duties under this Employment Agreement. In the event
     the  Executive,  after  receipt  of Notice of Termination from the Company,
     with  respect to his permanent disability, shall dispute that his permanent
     disability  shall  have  occurred,  he  shall promptly submit to a physical
     examination  by  the  Chief of Medicine of any major accredited hospital in
     the  metropolitan Cincinnati area and unless such physician shall issue his
     written  statement  to  the  effect  that  in  his  opinion,  based  on his
     diagnosis, the Executive is capable of resuming his employment and devoting
     his  full  time  and  energy to discharging his duties within ten (10) days
     after the date of such statement, such permanent disability shall be deemed
     to  have  occurred without further dispute by the Executive. If at any time
     prior  to  the  expiration  of  said  above-described  period  of permanent
     disability,  the  Executive shall no longer be disabled so that he is, on a
     regular and continuous basis and for the foreseeable future, able to resume
     and  carry  on his duties under this Employment Agreement, then he shall be
     reinstated  under  this  Employment Agreement for the then remainder of the
     term  hereof  at  the  salary  level  herein  set  forth.


                                  Page 13 of 36
<PAGE>
          (c)     Cause.  The  Company  may terminate the Executive's employment
                  ------
     hereunder for Cause. For purposes of this Employment Agreement, the Company
     shall  have "Cause" to terminate the Executive's employment hereunder upon:

               (i)     continuous  refusal  to  perform  his  duties  or
          responsibilities  hereunder which continues after being brought to the
          attention of the Executive (other than any such failure resulting from
          the  Executive's  incapacity  due to physical or mental illness or any
          such  actual  or anticipated failure after the issuance of a Notice of
          Termination (as defined in subsection (e) hereof) by the Executive for
          Good  Reason  (as  defined  in  subsection  (d)  hereof));  or

               (ii)     the  willful  act,  willful  failure  to  act or willful
          misconduct  by  the  Executive  that  is  materially  and  manifestly
          injurious  to  the Company and that is brought to the attention of the
          Executive  in  writing  not more than thirty days from the date of its
          discovery  by  the  Company  or  the  Board.

          For purposes of this subsection (c), no act, or failure to act, on the
     Executive's  part  shall be considered "willful" unless done, or omitted to
     be  done,  by  him  not in good faith or without reasonable belief that his
     action or omission was in the best interest of the Company. Notwithstanding


                                  Page 14 of 36
<PAGE>
     the  foregoing,  the  Executive shall not be deemed to have been terminated
     for Cause without (1) reasonable written notice to the Executive specifying
     in detail the specific reasons for the Company's intention to terminate for
     Cause,  (2) an opportunity for the Executive, together with his counsel, to
     be heard before the Board, and (3) delivery to the Executive of a Notice of
     Termination,  as  defined  in  subsection  (e)  hereof,  approved  by  the
     affirmative  vote  of  not less than a majority of the entire membership of
     the  Board upon a finding that, in the good faith opinion of the Board, the
     Executive  was  guilty  of  conduct  set  forth above in clause (i) or (ii)
     above.

          (d)     Good Reason.
                  ------------

               (i)     The  Executive may terminate his employment hereunder (A)
          for  Good Reason or (B) otherwise upon not less than thirty (30) days'
          written  notice  to  the  Company.

               (ii)     For purposes of this Employment Agreement, "Good Reason"
          shall mean, without the Executive's express consent, the occurrence of
          any of the following circumstances unless, in the case of clauses (A),
          (B),  (C),  (D),  (F)  and  (H)  below,  such  circumstances are fully
          corrected  prior  to the Date of Termination (as defined in subsection
          (f)  of  this  Section  7)  specified in the Notice of Termination (as
          defined  in  subsection  (e)  of


                                  Page 15 of 36
<PAGE>
          this Section 7) given in respect thereof and such circumstances do not
          reoccur:  (A)  a  substantial  diminution  in  the Executive's duties,
          responsibilities  or  authority  (except  during  periods  when  the
          Executive  is  unable  to  perform  in all or substantially all of the
          Executive's  duties  and/or  responsibilities  as  a  result  of  the
          Executive's  illness (either physical or mental) or other incapacity),
          (B)  a  reduction in either the Executive's annual rate of base salary
          or  bonus  compensation  under Section 5(a) and/or 5(b) hereof, (C) an
          elimination  or  reduction  of  the  Executive's  participation in any
          benefit  plan  generally  available  to  executive  employees  of  the
          Company,  unless the Company continues to offer the Executive benefits
          substantially  similar to those made available by such plan; provided,
                                                                       --------
          however,  that  a  change to a plan in which salaried employees of the
          -------
          Company generally participate, including termination of any such plan,
          if  it  does  not result in a proportionately greater reduction in the
          rights  of  or  benefits  to  the Executive as compared with the other
          salaried employees of the Company or is required by law or a technical
          change  shall  not be deemed to be Good Reason, (D) failure to provide
          facilities or services which, in any material respect, are suitable to
          the


                                  Page 16 of 36
<PAGE>
          Executive's  position  and  adequate  for  the  performance  of  the
          Executive's  duties and responsibilities, (E) failure of any successor
          (whether  direct  or indirect, by purchase of stock or assets, merger,
          consolidation  or  otherwise)  to  the Company to assume the Company's
          obligations  hereunder  or  failure by the Company to remain liable to
          the  Executive  hereunder  after  an assignment by the Company of this
          Employment  Agreement, (F) any purported termination by the Company of
          the  Executive's employment which is not effected pursuant to a Notice
          of  Termination  satisfying the requirements of subsection (e) of this
          Section  7  (and  for  purposes  of  this Employment Agreement no such
          purported  termination  shall  be  effective),  (G)  a  termination of
          employment by the Executive within ninety (90) days following a Change
          in  Control  (as  defined herein); provided, however, that Good Reason
                                             --------  -------
          shall  not  exist  if  (i)  the Change in Control does not result in a
          successor  entity  or  the  Executive has accepted employment with the
          successor  entity,  and (ii) the Company has expressly reaffirmed this
          Employment  Agreement  after  the  Change in Control or such successor
          entity has assumed this Employment Agreement, or (H) a material breach
          of  this


                                  Page 17 of 36
<PAGE>
          Employment  Agreement  by  the  Company.  The  Executive's  right  to
          terminate  employment  pursuant  to  this  subsection (d) shall not be
          affected  by  the  Executive's  incapacity  due  to physical or mental
          illness.  The  Executive's  continued  employment shall not constitute
          consent  to,  or  a waiver of rights with respect to, any circumstance
          constituting  Good  Reason  hereunder;  provided,  however,  that  the
                                                  --------   -------
          Executive  shall  be  deemed  to  have  waived  his rights pursuant to
          circumstances  constituting Good Reason hereunder if he shall not have
          provided  to  the  Company  a Notice of Termination within ninety (90)
          days  following  his  knowledge of the circumstances constituting Good
          Reason.

          (e)     Notice  of  Termination.  Any  termination  of the Executive's
                  ------------------------
     employment  by  the  Company  or by the Executive (other than a termination
     pursuant  to subsection (a) hereof) shall be communicated by written Notice
     of  Termination  to  the other party hereto, in accordance with Section 12.
     For  purposes of this Employment Agreement, a "Notice of Termination" shall
     mean  a  notice  which shall indicate the specific termination provision in
     this  Employment  Agreement  relied  upon and shall set forth in reasonable
     detail  the  facts  and  circumstances  claimed  to  provide  a  basis  for
     termination of the Executive's employment under the provision so indicated.


                                  Page 18 of 36
<PAGE>
          (f)     Date  of Termination.  "Date of Termination" shall mean (i) if
                  ---------------------
     the  Executive's employment is terminated pursuant to subsection (a) above,
     the  date  of  his  death, (ii) if the Executive's employment is terminated
     pursuant  to  subsection  (b)  above,  thirty  (30)  days  after  Notice of
     Termination  is  given,  (iii)  if the Executive's employment is terminated
     pursuant  to  subsection (c) or (d) above, the date specified in the Notice
     of  Termination  which, in the case of a termination for Cause shall not be
     less  than  fifteen  (15)  days from the date such Notice of Termination is
     given,  and,  in the case of a termination for Good Reason or a termination
     pursuant  to subsection 7(d)(i)(B), such date hereof shall not be less than
     fifteen  (15) days nor more than thirty (30) days from the date such Notice
     of  Termination is given), (iv) if the Executive's employment is terminated
     by  the  Company  other  than for Cause, thirty (30) days from the date the
     Executive  is  notified  of  such  termination,  or  (v)  if  the Executive
     terminates  his  employment  and  fails  to  provide  written notice to the
     Company  of  such  termination,  the  date  of  such termination; provided,
                                                                       ---------
     however,  that  if within fifteen (15) days after any Notice of Termination
     --------
     is  given,  or,  if  later, prior to the Date of Termination (as determined
     without  regard  to  this  proviso),  the  party  receiving  such Notice of
     Termination  notifies  the other party that a dispute exists concerning the
     termination,  then  the  Date of Termination shall be the date on which the
     dispute  is finally determined, by mutual written agreement of the parties,


                                  Page 19 of 36
<PAGE>
     by a binding arbitration award or by a final judgment, order or decree of a
     court of competent jurisdiction (which is not appealable or with respect to
     which the time for appeal therefrom has expired and for which no appeal has
     been  perfected);  and  provided,  further,  that  the  Date of Termination
                             ---------  --------
     shall  be  extended  by a notice of dispute only if such notice is given in
     good  faith and the party giving such notice pursues the resolution of such
     dispute  with  reasonable  diligence. Notwithstanding the foregoing, if the
     dispute  is resolved in favor of the Company, the Date of Termination shall
     not  be  deemed  to  have  been  extended  for  purposes of this Employment
     Agreement.  If  the Date of Termination is extended by a notice of dispute,
     the  rights  of the parties upon a final determination shall be governed by
     the  terms  of  this  Employment  Agreement,  regardless  of  whether  the
     Employment  Agreement otherwise remains in effect on the date of such final
     determination.  Notwithstanding  the  pendency  of  any  such  dispute, the
     Company will continue to pay to the Execute his full compensation in effect
     when  the  notice  giving rise to the dispute was given (including, but not
     limited to, base salary) and continue the Executive as a participant in all
     compensation,  benefit  and  insurance  plans  in  which  the Executive was
     participating  when  the notice giving rise to the dispute was given, until
     the  dispute  is  finally  resolved in accordance with this subsection (d).


                                  Page 20 of 36
<PAGE>
     Amounts paid under this subsection (d) are in addition to all other amounts
     due  under  this  Employment  Agreement  or under any other compensation or
     benefit  plan,  agreement  or  arrangement  under  which  the  Executive is
     entitled  to receive payments or other benefits from the Company, shall not
     be offset against or reduce any other amounts due under any plan, agreement
     or arrangement under which the Executive is entitled to receive payments or
     other  benefits  from  the  Company,  and  shall  not  be  reduced  by  any
     compensation earned by the Executive as the result of employment by another
     employer.

     8.     Compensation Upon Termination.
            ------------------------------

          (a)     During  any  period  that  the  Executive fails to perform his
     duties  hereunder  as  a  result  of  incapacity  due to physical or mental
     illness the Executive shall continue to receive his full base salary at the
     rate  then  in  effect  for  such  period  (offset  by  any payments to the
     Executive received pursuant to disability benefit plans, if any, maintained
     by  the  Company)  and  all other compensation and benefits to which he was
     then  entitled  hereunder  until  his  employment is terminated pursuant to
     Section  7(b)  hereof.  Thereafter,  in  the  event  of  the termination of
     Executive's  employment due to his permanent disability pursuant to Section
     7(b)  hereof,  the  Executive,


                                  Page 21 of 36
<PAGE>
               (i)     for  a period of one (1) year thereafter, Executive shall
          be  entitled  to receive his full base salary payable in equal monthly
          installments (offset by any payments to Executive received pursuant to
          any  disability benefit plans, if any, maintained by the Company), and
          all  other  amounts  under  any  compensation  plan  or program of the
          Company, at the time such payments are due and shall receive any bonus
          due  under  Section  5(b)(i)  for  the  year  in which this Employment
          Agreement  is  terminated  pursuant  to  Section  7(b);  and

               (ii)     for  the  period  referred  to in subparagraph (i) above
          shall  be  entitled  to  participate  in  all  medical, life and other
          employee  "welfare"  benefit plans and programs in which the Executive
          was  entitled  to  participate  immediately  prior  to  the  Date  of
          Termination  provided  that the Executive's continued participation is
          possible  under  the  general  terms  and provisions of such plans and
          programs.  In the event that the Executive's participation in any such
          plan  or  program  is barred, the Company shall arrange to provide the
          Executive  with  benefits  substantially  similar  to  those which the
          Executive  would  otherwise  have  been entitled to receive under such
          plans  and  programs from which his continued participation is barred.


                                  Page 22 of 36
<PAGE>
          (b)     If the Executive's employment is terminated by the Company for
     Cause or by the Executive other than for Good Reason, the Company shall pay
     the  Executive  his full base salary through the Date of Termination at the
     rate  in  effect  at  the time Notice of Termination is given and all other
     unpaid  amounts,  if any, to which the Executive is entitled as of the Date
     of  Termination,  including any expenses owed pursuant to Section 5(e), any
     amounts  under any compensation plan or program of the Company, at the time
     such  payments are due, and any life insurance payments pursuant to Section
     6(c), and the Company shall, thereafter, have no further obligations to the
     Executive  under  this  Employment  Agreement.

          (c)     If

               (i)     in breach of this Employment Agreement, the Company shall
          terminate  the  Executive's  employment  (it  being  understood that a
          purported  termination  for disability pursuant to Section 7(b) hereof
          or for Cause which is disputed and finally determined not to have been
          proper  shall  be  a  termination  by  the  Company  in breach of this
          Employment  Agreement),  or

               (ii)     the  Executive  shall  terminate his employment for Good
          Reason;


                                  Page 23 of 36
<PAGE>
                    (A)     through  the  Date of Termination and thereafter for
               the  balance  of  the  five  (5)  year  term  of  this Employment
               Agreement,  the  Company  shall pay and provide the Executive his
               full  base salary, bonus (in no event less than the amount of the
               average  bonus or bonuses for the two (2) previous years) and all
               other  amounts  under  any  compensation  plan  or program of the
               Company  (including,  but  not  limited to, payment for any stock
               option  award valued under the Black Scholes Method that was made
               or  would  have  been  made  under  Section  5(f) had Executive's
               employment  not been terminated for the reasons set forth in this
               Section  8(c)),  at  the  time  such  payments  are  due;

                    (B)     the  Company shall continue the participation of the
               Executive  for  the  five  (5)  year  period  referred  to  in
               subparagraph  (A)  above  in all medical, life and other employee
               "welfare"  benefit  plans and programs in which the Executive was
               entitled  to  participate  immediately  prior  to  the  Date  of
               Termination provided that the Executive's continued participation
               is  possible under the general terms and provisions of such plans


                                  Page 24 of 36
<PAGE>
               and  programs. In the event that the Executive's participation in
               any  such plan or program is barred, the Company shall arrange to
               provide  the  Executive  with  benefits  substantially similar to
               those  which  the Executive would otherwise have been entitled to
               receive  under  such  plans and programs from which his continued
               participation  is  barred;  and

                    (C)     the  Company  shall  pay  to the Executive an amount
               equal  to  the  amount of all legal fees and expenses incurred by
               the Executive as a result of such termination, including all such
               fees and expenses, if any, incurred in contesting, arbitrating or
               disputing any such termination or in seeking to obtain or enforce
               any  right  or  benefit  provided  by  this Employment Agreement,
               provided,  in each case, that such claim has been brought in good
               --------
               faith  by  the  Executive.

                    (D)     For purposes of this Employment Agreement, a "Change
               in  Control"  shall  occur  upon any of the following: (i) if any
               individual  or  group  (as  such  term  is  used  in  Rule  13d-5
               promulgated  under  the  Securities  Exchange  Act  of  1934,  as
               amended)  acquires  thirty  percent (30%) or more of the combined
               voting  power  of  the Company's outstanding shares on January 6,
               2003;  (ii)  if continuing directors (defined as directors of the


                                  Page 25 of 36
<PAGE>
               Company  as  of January 6, 2003 and any successor to any director
               who was nominated by a majority of the directors in office at the
               time of his/her nomination or selection and who is not associated
               in  any way with an individual or group who is a beneficial owner
               of more than ten percent (10) of the combined voting power of the
               Company's  outstanding  securities  other  than  Executive or his
               affiliates)  cease to constitute at least a majority of the board
               of  directors;  or  (iii)  if the board of directors approves the
               sale  of all or substantially all of the Company's assets, or any
               merger,  consolidation  or  similar  business  combination  or
               reorganization  of  the  Company.

                    (E)     If  the Executive becomes entitled to any payment or
               benefit  whether  pursuant  to  the  terms  of  this  Employment
               Agreement  or  any  other plan, arrangement or agreement with the
               Company  (or  any  person  whose  actions  result  in a Change in
               Control or any person affiliated with the Company or such person)
               in  connection with any termination of the Executive's employment
               within  one  (1)  year  following  a  Change in Control (all such


                                  Page 26 of 36
<PAGE>
               payments  being  called the "Severance Payment") which is subject
               to  the  tax  (the  "Excise  Tax") imposed by Section 4999 of the
               Internal  Revenue  Code  of 1986, as amended (the "Code") (or any
               successor  provision),  the  Company  shall  pay  the  Executive
               pursuant  to  the procedures set forth below an additional amount
               (the "Gross-Up Payment") such that the net amount retained by the
               Executive,  after  deduction  of  any Excise Tax on the Severance
               Payment and any federal and state and local income tax and Excise
               Tax  upon  such  payment shall be equal to the Severance Payment.

                    (F)     The  Executive shall not be required to mitigate the
               amount  of  any payment provided for in this Section 8 by seeking
                           ---
               other  employment  or  otherwise,  nor  shall  the  amount of any
               payment  or  benefit provided for in this Section 8 be reduced by
               any  compensation  earned  by  the  Executive  as  the  result of
               employment by another employer, by retirement benefits, by offset
               against  any  amount  claimed  to be owed by the Executive to the
               Company,  or  otherwise.


                                  Page 27 of 36
<PAGE>
                    (G)     The  obligations of the Company to make payments and
               provide  benefits  under  this  Section  8  shall  survive  the
               termination  of  this  Employment  Agreement.

     9.     Covenant  Not  to Compete.  The Executive acknowledges that as a key
            --------------------------
management  employee,  the  Executive  will  be involved on a high level, in the
development,  implementation and management of the Company's business strategies
and  plans.  By  virtue  of  the  Executive's  unique and sensitive position and
special  background,  employment of the Executive by a competitor of the Company
represents  a  serious  competitive  danger  to  the Company, and the use of the
Executive's  talent  and knowledge and information about the Company's business,
strategies  and  plans can and would constitute a valuable competitive advantage
over  the Company.  In view of the foregoing, the Executive covenants and agrees
that,  if  the Executive's employment is terminated (i) by the Company for Cause
or  by  the Executive pursuant to an event not constituting Good Reason; or (ii)


                                  Page 28 of 36
<PAGE>
in  any other case (including the expiration of this Employment Agreement), then
for  a  period of one (1) year after the Date of Termination, the Executive will
not engage or be engaged, in any capacity, directly or indirectly, including but
not  limited  as  employee,  agent,  consultant,  manager,  executive,  owner or
stockholder (except as a passive investor holding less than a 2% equity interest
in  any  enterprise) in any business entity engaged in any business conducted by
the  Company  on  the Date of Termination in any state in which the Company does
business.  In  addition,  in  the  case  of  termination pursuant to clause (ii)
above,  Executive  shall  not, for a period of three (3) years after the date of
termination,  (A)  attempt  to  cause any person, partnership, limited liability
company,  corporation  or  other  entity who is a Key Customer of the Company to
divert such Key Customer's business away from the Company to any other person or
entity, whether or not Executive is affiliated with such person or entity or (B)
solicit  any  member  of senior management of the Company.  For purposes of this
Employment  Agreement,  the term "Key Customer" means any existing customer who,
as  of  the  time  of  termination  of  Executive's employment with the Company,
constitutes one of its ten (10) largest customers based on gross revenues during
the  prior  fiscal  year, or any prospective customer to whom Company has made a
written proposal or submitted a quote, and based upon such proposal, if accepted
by  the  customer,  the  prospective  customer  would meet the definition of Key
Customer;  and  the  term  "solicit"  means  any  act, directly or indirectly by
Executive,  which  endeavors,  tries  or  seeks to obtain, or asks the person to
leave  the  employ  of  the  Company.

     The covenant not to compete contained in this Section 9 shall survive the
termination or expiration of this Employment Agreement.

     If  any court determines that the covenant not to compete contained in this
Section  9,  or  any  part  hereof,  is unenforceable because of the duration or


                                  Page 29 of 36
<PAGE>
geographic  scope  of  such provision, such court shall have the power to reduce
the duration or scope of such provision, as the case may be, and, in its reduced
form,  such  provision  shall  then  be  enforceable.

     10.     Confidentiality.  The  Executive  acknowledges  that  the Company's
             ----------------
trade  secrets  and  confidential and proprietary information, including without
limitation:

          (a)     unpublished information concerning the Company's:

                  (i)     research activities and plans,

                  (ii)    marketing or sales plans,

                  (iii)   pricing or pricing strategies,

                  (iv)    operational techniques,

                  (v)     customer and supplier lists, and

                  (vi)    strategic plans;

          (b)     unpublished  financial  information,  including  unpublished
          information  concerning  revenues,  profits  and  profit  margins;

          (c)     internal confidential manuals; and

          (d)     any  "material  inside information" as such phrase is used for
     purposes of the Securities Exchange Act of 1934, as amended; all constitute
     valuable,  special  and  unique proprietary and trade secret information of
     the  Company.  In  recognition  of this fact, the Executive agrees that the
     Executive  will  not  disclose  any  such  trade secrets or confidential or
     proprietary  information  (except  (i)  information  which becomes publicly
     available  without


                                  Page 30 of 36
<PAGE>
     violation  of  this  Employment  Agreement,  (ii)  information of which the
     Executive  did  not  know  and  should  not have known was disclosed to the
     Executive  in  violation  of any other person's confidentiality obligation,
     and  (iii)  disclosure  required  in connection with any legal process, nor
     shall the Executive make use of any such information for the benefit of any
     person,  firm,  corporation  or  other  entity  except  the Company and its
     subsidiaries  or affiliates. The Executive's obligation to keep all of such
     information confidential shall be in effect during and for a period of five
     (5)  years  after  the  Date  of  Termination;  provided, however, that the
                                                     --------  -------
     Executive  will keep confidential and will not disclose any trade secret or
     similar  information protected under law as intangible property (subject to
     the  same  exceptions  set  forth in the parenthetical clause above) for so
     long  as  such  protection  under  law  is  extended.

     11.     Binding  Employment  Agreement  This  Employment  Agreement and all
             ------------------------------
rights  of the Executive and the Company hereunder shall inure to the benefit of
and  be  enforceable  by  their  respective  personal  or legal representatives,
executors,  administrators,  successors,  assigns, heirs, distributees, devisees
and legatees, as the case may be.  If the Executive should die while any amounts
would  still  be  payable to him hereunder if he had continued to live, all such
amounts,  unless otherwise provided herein, shall be paid in accordance with the


                                  Page 31 of 36
<PAGE>
terms of this Employment Agreement to the Executive's devisee, legatee, or other
designee  or,  if  there  be  no  such  designee,  to  the  Executive's  estate.

     12.     Notice.  Notices, demands and all other communications provided for
             -------
in  this  Employment  Agreement  shall be in writing and shall be deemed to have
been  duly  given  when delivered, if delivered personally, or (unless otherwise
specified)  mailed by United States certified or registered mail, return receipt
requested,  postage prepaid, and when received if delivered otherwise, addressed
as  follows:

     If to the Executive:

          Stephen E. Pomeroy
          604 Palmer Court
          Crestview Hills, KY  41017

     If to the Company:

          Pomeroy IT Solutions, Inc.
          1020 Petersburg Road
          Hebron, KY  41048-8222

     With a copy to:

          James H.  Smith III
          312 Walnut Street
          Suite 2300
          Cincinnati, Ohio 45202

or to such other address as any party may have furnished to the other in writing
in  accordance  herewith,  except  that  notices  of  change of address shall be
effective  only  upon  receipt.

     13.     General  Provisions.  No provision of this Employment Agreement may
             --------------------
be  modified, waived or discharged unless such waiver, modification or discharge


                                  Page 32 of 36
<PAGE>
is  agreed to in writing signed by the Executive and such officer of the Company
as  may  be  specifically  designated  by  the Board.  No waiver by either party
hereto  at  any  time  of any breach by the other party hereto of, or compliance
with, any condition or provision of this Employment Agreement to be performed by
such other party shall be deemed a waiver of similar or dissimilar provisions or
conditions  at  the  same  or at any prior or subsequent time.  No agreements or
representations,  oral  or  otherwise,  express  or implied, with respect to the
subject  matter  hereof  have  been made by either party which are not set forth
expressly  in  this  Employment  Agreement.  The  validity,  interpretation,
construction  and  performance of this Employment Agreement shall be governed by
the laws of the State of Ohio without regard to its conflicts of law principles.

     14.     Validity.  The  invalidity  or unenforceability of any provision or
             ---------
provisions,  in  whole or in part, of this Employment Agreement shall not affect
the  validity  or  enforceability  of any other provision or enforceable part of
such partially unenforceable provision of this Employment Agreement, which shall
remain  in  full  force  and  effect.

     15.     Counterparts.  This  Employment Agreement may be executed in one or
             -------------
more  counterparts,  each  of which shall be deemed to be an original but all of
which  together  will  constitute  one  and  the  same  instrument.


                                  Page 33 of 36
<PAGE>
     16.     Entire  Employment Agreement.  This Employment Agreement sets forth
             -----------------------------
the  entire  agreement  of  the  parties hereto in respect of the subject matter
contained  herein  and  supersedes  all  prior  agreements, promises, covenants,
arrangements,  communications,  representations  or  warranties, whether oral or
written, by any officer, employee or representative of any party hereto; and any
prior  agreement of the parties hereto in respect of the subject mater contained
herein  is  hereby  terminated  and  canceled.  Nothing  contained  herein shall
constitute  a release of any stock option award, deferred incentive compensation
or  other  benefits  that  have been awarded to Executive under prior employment
agreements  that  are  being  superceded  by  this  Agreement.

     17.     Injunctive  Relief.  The  Executive  agrees that in addition to any
             -------------------
other  remedy  provided at law or in equity or in this Employment Agreement, the
Company  shall be entitled to a temporary restraining order and both preliminary
and  permanent injunctions restraining Executive from violating any provision of
Sections  9  or  10  of  this  Employment  Agreement.

     18.     Consent  to Jurisdiction and Forum.  The Executive hereby expressly
             -----------------------------------
and  irrevocably agrees that the Company may bring any action, whether at law or
in  equity,  arising  out  of  or  based  upon  this Employment Agreement or the
Executive's  employment by the Company in the Commonwealth of Kentucky or in any
federal  court  therein.  The  Executive hereby irrevocably consents to personal
jurisdiction  in  such court and to accept service of process in accordance with


                                  Page 34 of 36
<PAGE>
the provisions of the laws of the Commonwealth of Kentucky.

     19.     Signing  Bonus.  Upon  the  execution  of this Amended and Restated
             ---------------
Employment  Agreement,  incident  to  which  Executive  is  entering  into a new
five-year  agreement  with  Company, Company shall pay Executive the sum of Five
Hundred  Thousand  Dollars  ($500,000.00) as a signing bonus.  In the event that
Executive  terminates employment with the Company prior to the expiration of the
five-year term of this Amended and Restated Employment Agreement and enters into
employment  with  a  competitor  in  violation  of the provisions of paragraph 9
(other  than  because  of  the  death or disability of Executive, termination of
Executive  by  Company without cause, termination of employment by Executive for
Good  Reason  or  voluntary  termination  by  Executive  and not entering into a
transaction  that violates the provisions of paragraph 9), Executive shall repay
Company  an  amount  to  be  determined  by  multiplying said signing bonus by a
fraction,  the numerator of which shall be the number of days that Executive was
not  employed  by  the  Company during the five (5) years of the initial term of
this  Amended  and  Restated  Employment Agreement, and the denominator of which
shall  be  1,825.

     For  example,  if  Executive  voluntarily  terminated his employment at the
expiration  of  the first year of the five-year initial term of this Amended and
Restated  Employment Agreement and went to work for a competitor in violation of
the  provisions  of  paragraph  9,  Executive  would  repay  Company  the sum of
$400,000.00:


                         $500,000.00       x       1460
                                                   ----
                                        1825


                                  Page 35 of 36
<PAGE>
     IN  WITNESS  WHEREOF,  the  parties have executed this Amended and Restated
Employment  Agreement  on the date and year first above written, to be effective
as  of  the  Effective  Date.


                                     POMEROY  IT  SOLUTIONS,  INC.

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




                                  ---------------------------------------
                                   Stephen  E.  Pomeroy


                                  Page 36 of 36
<PAGE>
                                    EXHIBIT A

                                AWARD AGREEMENT
                                ----------------
                          (Non-Qualified Stock Option)

     This Award Agreement is made effective November 3, 2003, between POMEROY IT
SOLUTIONS,  INC., formerly known as Pomeroy Computer Resources, Inc., a Delaware
corporation  (hereinafter  called  the  "Company"),  and  STEPHEN E. POMEROY, an
employee  of  the  Company  (hereinafter  called  the  "Executive").

     WHEREAS,  the  Company  has  heretofore  adopted the 2002 Non-Qualified and
Incentive  Stock  Option  Plan  (the  "Plan");

     WHEREAS,  per  an Amended and Restated Employment Agreement between Company
and Executive dated November 3, 2003, as amended, Executive is to be awarded One
Hundred  Thousand (100,000) stock options under the Plan as of November 3, 2003;

     WHEREAS,  it  is  a  requirement  of  the  Plan  that an Award Agreement be
executed to evidence the Non-Qualified Stock Option (the "Award") granted to the
Executive;

     NOW,  THEREFORE,  in  consideration of the mutual covenants hereinafter set
forth  and  for  other  good and valuable consideration, the parties hereto have
agreed,  and  do  hereby  agree,  as  follows:

     1.     Grant  of  Award.  The  Company  hereby  grants to the Executive the
            ----------------
right  and  option (hereinafter called the "Option") to purchase all or any part
of  an  aggregate  of One Hundred Thousand (100,000) shares of the Common Stock,
$.01  par  value,  of  the  Company  ("Shares")  (such  number  being subject to
adjustment  as set forth herein and in the Plan) on the terms and conditions set
forth  herein  and  in  the  Plan.

     2.     Type  of  Award.  The Option granted under this Award Agreement is a
            ---------------
Non-Qualified  Stock  Option  and  shall  not  be  treated by the Company or the
Executive  as  an  Incentive  Stock  Option  for  Federal  income  tax purposes.

     3.     Purchase  Price.  The  option  price  of  the  Shares covered by the
            ---------------
Option  is  $______  per  Share.


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     4.     Term  of  Award.
            ---------------

          (a) The Term of the Award shall be for a period of five (5) years from
     the  effective  date  hereof, subject to earlier termination as hereinafter
     provided;  and

          (b)  prior to its expiration or termination the Award may be exercised
     as  to  any  part  or  all  of the Shares originally subject to the Option.

     5.     Exercise  of  Award.
            --------------------

          (a)  In order to exercise the Award, the person or persons entitled to
     exercise it shall deliver to the Treasurer of the Company written notice of
     the  number  of  full  Shares  with  respect  to  which  the Award is to be
     exercised.  The  notice  shall  be  accompanied  by payment in full for any
     Shares  being  purchased,  which  payment  will  be  in  cash, or, with the
     Committee's (as defined in the Plan) approval, in Shares (as defined in the
     Plan)  held  by the Executive for at least six months valued at Fair Market
     Value  (as  defined  in the Plan) at the time of exercise, or a combination
     thereof.  No  fractional  Shares  will  be  issued.

          (b)  No  Shares  shall  be issued until full payment therefor has been
     made,  and  the  Executive will have none of the rights of a stockholder in
     respect  of  such  Shares  until  they  are  issued.

     6.     Nontransferability.  The  Award  shall not be transferable otherwise
            ------------------
than:  (a) by will or the laws of descent and distribution, and the Award may be
exercised,  during  the  lifetime of the holder of the Award, only by him or the
event  of  death,  his  Successor,  as  defined  in the Plan, or in the event of
disability, his personal representative, or (b) pursuant to a qualified domestic
relations  order,  as  defined  in  the  Code  or the Employee Retirement Income
Security  Act  (ERISA)  or  the  Rules  thereunder.

     7.     Termination  of Employment.  In the event that the employment of the
            --------------------------
Executive  is  terminated  (otherwise  than  by  reason  of death, disability or
retirement),  the Award may be exercised by the Executive (to the extent that he
was  entitled  to do so at the termination of his employment) at any time within
three  (3)  months  after  such  termination,  but  not beyond the original Term
thereof.  So  long  as  the  Executive  shall  continue to be an employee of the


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Company  or  one or more of its subsidiaries, the Award shall not be affected by
any  change  of duties or position.  Nothing in this Award Agreement is intended
to  confer  upon Executive any right to continue in the employ of the Company or
any of its subsidiaries or interfere in any way with the right of the Company or
any  such  subsidiary  to terminate his employment at any time.  Anything herein
contained  to  the  contrary notwithstanding, in the event of any termination of
the  Executive's employment for cause or if the Executive voluntarily terminates
his  employment  without  cause,  the  Award,  to  the  extent  not  theretofore
exercised,  shall  forthwith  terminate.

     8.     Death  of  Executive.  If the Executive dies while he is employed by
            --------------------
the  Company or one or more of its subsidiaries or within three (3) months after
the  termination  of  his  employment, the Award may be exercised (to the extent
that  Executive  was entitled to do so at the time of his death) by a legatee or
legatees  of  the  Executive  under  his  last  will,  or  by  his  personal
representatives  or  distributees,  at  any time within six (6) months after his
death,  but  not  beyond  the  original  Term  of  the  Award.

     9.     Disability  of  Executive.  If  the  employment  of  the  Executive
            -------------------------
terminates  on  account  of  his having become "disabled," as defined in Section
22(e)(3) of the Code, the Award may be exercised by the Executive (to the extent
that he was entitled to do so at the termination of his employment on account of
his becoming disabled) at any time within six (6) months after the date on which
his  employment  terminated,  but  not  beyond  the  original Term of the Award.

     10.     Retirement  of  Executive.  If  the  employment  of  the  Executive
             -------------------------
terminates by reason of retirement entitling the Executive to benefits under the
provisions  of  any  retirement plan of the Company or a subsidiary in which the
Executive  participates  (or, if no such plans exist, at or after age sixty-five
(65)),  the  Award  may be exercised by the Executive (to the extent that he was
entitled  to do so at the time of his retirement) at any time within ninety (90)
days  after  the  date  on  which  his employment terminated, but not beyond the
original  Term  of  the  Award.


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     11     Taxes.  The  Company  shall  have  the  right  to  require  a person
            -----
entitled to receive Shares pursuant to the exercise of this Award under the Plan
to  pay  the  Company  the  amount  of any taxes which the Company is or will be
required to withhold with respect to such Shares before the certificate for such
Shares  is  delivered pursuant to the Award.  Furthermore, the Company may elect
to  deduct  such taxes from any amounts payable in cash or in Shares at the time
of exercise or from any other amounts payable any time thereafter in cash to the
Executive.  If  the  Executive  disposes  of  Shares  acquired  pursuant  to  an
Incentive  Stock  Option  in  any  transaction  considered to be a disqualifying
transaction  under  Sections 421 and 422 of the Code, the Executive shall notify
the  Company of such transfer and the Company shall have the right to deduct any
taxes  required by law to be withheld from any amounts otherwise payable in cash
then  or  at  any  time  thereafter  to  the  Executive.

     Subject  to  Committee approval, an Executive may satisfy his tax liability
with  respect to the exercise of an Option by having the Company withhold Shares
otherwise  issuable  upon  exercise  of  the  Option;  provided, however, if the
Executive  is  subject to Section 16b of the Securities Exchange Act of 1934, as
amended, he may so elect only if such Executive makes an election to do so which
satisfies  the  requirements  of  Rule  16b-3.

     12.     Changes  in  Capital  Structure.  In the event of changes in all of
             -------------------------------
the  outstanding  Shares  by  reason  of  stock  dividends,  stock  splits,
recapitalizations, mergers, consolidations, combinations or exchanges of Shares,
separations, reorganizations or liquidations, or similar events or, in the event
of  extraordinary  cash  dividends being declared with respect to the Shares, or
similar transactions, the number and class of Shares available under the Plan in
the  aggregate,  the  number  and  class of Shares subject to Awards theretofore
granted,  applicable purchase prices and all other applicable provisions, shall,
subject  to  the  provisions of the Plan, be equitably adjusted by the Committee
(which  adjustment may, but need not, include payment in cash or in Shares in an
amount  equal  to  the  difference  between the price at which such Award may be
exercised  and  the then current Fair Market Value of the Shares subject to such


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Award  as  equitably determined by the Committee).  The foregoing adjustment and
the manner of application of the foregoing provisions shall be determined by the
Committee  in  its  sole  discretion.  Any  such  adjustment may provide for the
elimination  of  any fractional share which might otherwise become subject to an
Award.

          13.     Securities Law Compliance,  The Award may not be exercised and
                  -------------------------
     the  Company  shall  not  be required to issue any Shares hereunder if such
     issuance would, in the judgment of the Board or the Committee, constitute a
     violation  of  any  state or federal law, or of the rules or regulations of
     any  governmental  regulatory body, or any securities exchange. The Company
     may,  in  its sole discretion, require the Executive to furnish the Company
     with  appropriate  representations and a written investment agreement prior
     to the exercise of the Award and the delivery of any Shares pursuant to the
     Award.

          14.     Incorporation  of  Provisions  of  the  Plan.  All  of  the
                  --------------------------------------------
     provisions of the Plan, pursuant to which this Award is granted, are hereby
     incorporated  by  reference  and made as part hereof as if specifically set
     forth  herein,  and  to  the  extent  of  any  conflict  between this Award
     Agreement  and  the  terms  contained in the aforesaid Plan, the Plan shall
     control.  To  the  extent  any  capitalized terms are not otherwise defined
     herein,  they  will  have the meaning set forth in paragraph 2 of the Plan.

          IN  WITNESS WHEREOF, the Company has caused this Award Agreement to be
     duly  executed  by its officer thereunto duly authorized, and the Executive
     has  hereunto  set  his  hand, all on the day and year first above written.


<PAGE>
                                           POMEROY  IT  SOLUTIONS, INC.,
                                           formerly known as Pomeroy
                                           Computer Resources, Inc.


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


                                          --------------------------------------
                                          STEPHEN  E.  POMEROY,
                                          Executive


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