ASSET PURCHASE AGREEMENT

     This  ASSET  PURCHASE AGREEMENT is made this 9th day of February, 2001, by,
between  and  among OSAGE SYSTEMS GROUP, INC., a Delaware corporation ("Osage"),
and  its  wholly  owned  subsidiaries,  OSAGE  COMPUTER  GROUP, INC., a Delaware
corporation  ("Osage  Computer"),  SOLSOURCE  COMPUTERS,  INC.,  a  California
corporation  ("SolSource"),  H.V. JONES, INC., a Texas corporation ("HV Jones"),
OPEN  SYSTEM  TECHNOLOGIES,  INC., a Delaware corporation ("OST"), OPEN BUSINESS
SYSTEMS,  INC.,  an Illinois corporation ("OBS"), OSAGE SYSTEMS GROUP MINNESOTA,
INC.,  a Minnesota corporation ("OSGM"), OSAGE iXi, Inc., a Delaware corporation
("Osage  iXi")  (Osage,  Osage Computer, SolSource, HV Jones, OST, OBS, OSGM and
Osage  iXi  also  referred  to  individually  as  "Seller"  and  collectively as
"Sellers"), POMEROY COMPUTER RESOURCES, INC., a Delaware corporation ("Pomeroy")
and  POMEROY SELECT INTEGRATION SOLUTIONS, INC., a Delaware corporation ("PSIS")
(Pomeroy  and PSIS also referred to individually as "Purchaser" and collectively
as  "Purchasers").

WHEREAS,  Osage,  through  its  operating subsidiaries, markets a broad range of
integration information technology products and professional consulting services
throughout  the  United  States;

WHEREAS,  Osage,  through  its operating subsidiaries, is now organized into two
strategic  business  units,  Osage  Consulting  Services  and  Osage  Systems
Integration;

WHEREAS,  Pomeroy  is  in the business of marketing and selling a broad range of
microcomputers and related processes, including equipment selection, procurement
and  configuration;

WHEREAS,  PSIS  is  a  wholly owned subsidiary of Pomeroy and is a single source
provider  of  integrated desktop management and network services, including life
cycle  services,  Internet  working  services  and  user  support  services;

WHEREAS,  Pomeroy  desires  to purchase certain of the assets of Sellers used in
its  Systems  Integration  Business  that  relate  to  the selling of integrated
information technology products ("Business No. 1"), and PSIS desires to purchase
certain of the assets of Sellers related to various services provided by Sellers
to the customers of the Systems Integration Business and certain assets relating
to  various  services  provided  by Sellers to the customers of its professional
consulting services business ("Business No. 2"), and Sellers desire to sell such
assets  free and clear of all liens, claims and encumbrances, in accordance with
Section  363(f)  of  the  Bankruptcy  Code;  and

WHEREAS,  the  Sellers  will,  within  six  (6) days after the execution of this
Agreement,  file  with,  and  seek approval of this Agreement by, the Bankruptcy
Court  (defined  herein),  in a case(s) commenced by a voluntary petition(s) for
relief  under  Chapter 11 of Title 11 of the United States Code (the "Bankruptcy
Code")  in  the  United States Bankruptcy Court for the District of Arizona (the
"Bankruptcy  Court"),  to be jointly administered as In Re: Osage Systems Group,
                                                     ---------------------------
Inc.,  et  al  (the  "Bankruptcy  Case");
-------------


<PAGE>
NOW  THEREFORE,  in consideration of the above premises and the mutual promises,
covenants,  agreements,  representations  and  warranties  herein contained, the
parties  hereto  agree  as  follows:


                                       1.
                                      TERMS
                                      -----

1.1  Agreement.
     ---------

     Each  Seller  agrees  to sell and convey to Pomeroy the assets set forth in
     Section  1.2 owned by such entity. Each Seller agrees to sell and convey to
     PSIS  the  assets  set  forth  in Section 1.3 owned by such entity. Pomeroy
     agrees  to purchase the assets set forth in Section 1.2, and PSIS agrees to
     purchase the assets set forth in Section 1.3. The agreements of Pomeroy and
     PSIS  and each Seller are expressly conditioned upon the terms, conditions,
     covenants,  representations  and  warranties  as  hereinafter  set  forth,
     including  the  approval  of  the  Bankruptcy  Court.

1.2  Assets  to  be  Sold  by  Each  Seller  and  Purchased  by  Pomeroy
     -------------------------------------------------------------------

     At  the  Closing  (hereinafter  defined)  of  this Agreement, Pomeroy shall
     purchase  and  each Seller shall sell all the assets of such Seller used in
     Business No. 1 except for assets to be acquired by PSIS pursuant to Section
     1.3  and  Excluded  Assets  (hereinafter  defined). Such assets ("Purchased
     Assets  No.  1")  shall  include,  but  not  be  limited  to:

     (a)  The  inventory  of  Sellers  related  to  committed  transactions with
          various  customers  of Sellers, to be listed on a schedule supplied by
          the  Sellers  not less than two business days prior to the Closing and
          agreed  to  by  Pomeroy  not  less  than one business day prior to the
          Closing  (the  "Committed  Inventory");

     (b)  Furniture,  fixtures  and  other  fixed  assets  (other than leasehold
          improvements)  the  net  book value of which is reflected on Exhibit A
          attached  to this Agreement, subject to changes in the ordinary course
          of  business  prior  to  the  Closing  (the  "Fixed  Assets");

     (c)  Leasehold  improvements  of  Sellers  at locations as to which Pomeroy
          assumes  a  lease  pursuant  to  Section  1.5  of  this  Agreement;

     (d)  A  vendor  receivable  from  Sun  Microsystems Corporation relating to
          market  development  funds  in the amount of Three Hundred Ninety-Five
          Thousand  Two  Hundred Twenty-Two Dollars ($395,222.00) as of November
          30,  2000, as shown on the books of Sun Microsystems Corporation as of
          the  Closing Date and reflecting increases or decreases for operations
          in  the  ordinary  course  of  business  from November 30, 2000 to the
          Closing  Date  (the  "Vendor  Receivable");


                                        2
<PAGE>
     (e)  Intangible  assets  of  Sellers  which  are  used  in  Business No. 1,
          including, without limitation, various contract rights and agreements,
          customer  lists  and  records  and  related  information,  supplier
          agreements, service marks and the right to use the corporate and trade
          name  of  or  used  by any Seller, or any derivative thereof, all or a
          part  of the corporate or trade name and any Internet domain names, to
          be  selected  by  Pomeroy;

     (f)  Any  telephone  numbers  used  in  Business  No.  1  of Sellers, to be
          selected  by  Pomeroy.

1.3  Assets  to  be  Sold  by  Each  Seller  and  Purchased  by  PSIS
     ----------------------------------------------------------------

     At the Closing of this Agreement, PSIS shall purchase and each Seller shall
     sell  certain assets of Sellers used in Business No. 1 as described in this
     section and all the assets of such Seller used in Business No. 2 except for
     Excluded  Assets. Such assets ("Purchased Assets No. 2") shall include, but
     not  be  limited  to:

     (a)  Certain  computer software, licenses and rights and similar items used
          in  the  marketing of Business No. 1 and Business No. 2 of Sellers, to
          be  selected  by  PSIS;

     (b)  Certain  intangible  assets  of Sellers, to be selected by PSIS, which
          are  used  in  Business  No.  1  and Business No. 2, including without
          limitation, various contract rights and agreements, customer lists and
          records  and  related  information,  supplier  agreements  and related
          information,  consulting  agreements,  service marks, and the right to
          use  the  corporate  and  trade  name of or used by any Seller, or any
          derivative  thereof,  all  or  a  part of the corporate or trade name;

     (c)  Any  telephone  numbers  used  in  Business  No.  2, to be selected by
          Pomeroy;

     (d)  Certain  service  contracts  relating  to Business No. 1 which are set
          forth  in Exhibit B attached hereto (the "Assumed Service Contracts");
          and

     (e)  Certain  maintenance contracts relating to Business No. 1 and Business
          No.  2  subject to review thereof and acceptance by PSIS and for which
          satisfactory  agreements  have  been  reached  with MRE Systems, Inc.,
          d/b/a  GE  Access,  relating thereto, provided that the assumption and
          assignment  of  such  maintenance  contracts  is  authorized  by  the
          Bankruptcy  Court.

1.4  Excluded  Assets.
     ----------------

     The  excluded  assets  are  set  forth  on  Exhibit  C attached hereto (the
     "Excluded  Assets").

1.5  Lease  Agreements.
     -----------------

     Sellers  individually  or  jointly,  are  the  lessees  under certain lease
     agreements  covering the real and tangible personal properties described in
     Exhibit  D.


                                        3
<PAGE>
     No  later  than  fifteen (15) days before the expiration of any deadline to
     assume or reject leases established by the order of the Bankruptcy Court on
     the  motion  of  the  Sellers referred to in Section 7.2(f), Pomeroy and/or
     PSIS shall designate those lease agreements from Exhibit D which it chooses
     to  assume  (the "Assumed Leases"). Neither Pomeroy nor PSIS shall have any
     liability  or  obligation  with  respect  to  any  lease  agreement  not so
     designated. With respect to the Assumed Leases, Sellers shall promptly file
     with  the Bankruptcy Court the necessary and appropriate motion pursuant to
     Section  365  of the Bankruptcy Code to assume and assign to Pomeroy and/or
     PSIS  the  Assumed  Leases.  Any  such assumption and assignment to Pomeroy
     and/or  PSIS  shall be effective as of the date of entry of an order of the
     Bankruptcy  Court  approving  such  assignment  and  assumption (the "Lease
     Assumption  Date").  To the extent necessary, Pomeroy and/or PSIS shall pay
     any cure amounts owing under the Assumed Leases as set forth in Section 2.2
     herein.

     On or promptly after the Lease Assumption Date, subject to the entry of the
     Bankruptcy  Court Order, Seller and Pomeroy or PSIS shall execute necessary
     documentation  for  the  assignment  of  the Assumed Leases and all of such
     Seller's  right  and  interest thereunder to Pomeroy and/or PSIS, as agreed
     upon  by  the  parties,  and  shall  assign  all  its respective rights and
     interest  in  the  Assumed  Leases  to  Pomeroy and/or PSIS, as applicable.
     Pomeroy  and/or  PSIS,  as applicable, shall indemnify and hold each Seller
     harmless  from  any  liability with respect to the Assumed Leases occurring
     after  the  Lease  Assumption  Date  which  is  assumed  by  such  party.

     Sellers  retain  the right to seek in the Bankruptcy Case the assumption or
     rejection of any of the leases described in Exhibit D which are not Assumed
     Leases.

     The  assignment  to  and  assumption  by  Pomeroy  of the Assumed Leases as
     provided  in this Section is not a condition precedent to the obligation of
     the  Seller  to  sell or Pomeroy to purchase the Purchased Assets No. 1 and
     the  Purchased  Assets No.  2  as  provided  in  this  Agreement.

1.6  Other  Executory  Contracts.
     ---------------------------

     (a)  If  any  assets to be acquired by Pomeroy pursuant to Sections 1.2 and
          1.3  constitute executory contracts and any Seller is in default under
          any of such executory contracts, PSIS shall pay all cure amounts owing
          under  such  executory  contracts  upon earlier of the Closing Date or
          entry  of  an order by the Bankruptcy Court authorizing the assumption
          and assignment of the such executory contracts, which amounts shall be
          an  offset  against the amount due under the Promissory Note delivered
          in  payment  of  the purchase price in accordance with Section 3.2(a).

     (b)  Sellers  retain  the  right to assume or reject in the Bankruptcy Case
          any executory contract(s) (as defined in Bankruptcy Code Sec.365) that
          are  not  assumed  by  Pomeroy  and/or  PSIS.


                                        4
<PAGE>
1.7  Instruments  of  Transfer.
     -------------------------

     Except as otherwise provided herein, subject to the entry of the Bankruptcy
     Court  Order,  at  Closing  each  Seller  will deliver to Pomeroy and PSIS,
     respectively,  such bills of sale, endorsements, assignments and other good
     and sufficient instruments of transfer and assignment as shall be effective
     to  vest in Pomeroy and PSIS, as applicable, good title and interest in and
     to  Purchased  Assets No. 1 and Purchased Assets No. 2, respectively. At or
     after  the  Closing,  and  without  further consideration, each Seller will
     execute  and  deliver  to  Pomeroy  and  PSIS,  as applicable, such further
     instruments  of  conveyance  and  transfer  and  take  such other action as
     Pomeroy  and/or  PSIS  may  reasonably request in order to more effectively
     convey  and  transfer  to  Pomeroy  and/or  PSIS, as applicable, any of the
     Purchased  Assets  No.  1  and/or  Purchased Assets No. 2 or for aiding and
     assisting  and  collecting and reducing to possession and exercising rights
     with  respect  thereto.  In  addition  to  the  foregoing, each Seller will
     deliver  to Pomeroy and PSIS, as applicable, the originals or copies of all
     such Sellers books, records and other data relating to Purchased Assets No.
     1  and  Purchased  Assets No. 2, respectively, and simultaneously with such
     delivery,  each  Seller shall take all such acts as may be necessary to put
     Pomeroy  in actual possession and operating control of Purchased Assets No.
     1  and  put  PSIS  in  actual possession and operating control of Purchased
     Assets  No.  2.


                                       2.
                                       --
                           ASSUMPTION  OF LIABILITIES
                           --------------------------

2.1  Committed  Inventory.
     --------------------

     Pomeroy  will assume, as of the Closing Date, the rights and obligations of
     Sellers  under  certain  purchase contracts for the Committed Inventory but
     only to the extent the corresponding benefits and obligations therefrom are
     assigned  to  and assumed by Pomeroy pursuant to approval of the Bankruptcy
     Court.

2.2  Assumed  Leases.
     ---------------

     Pomeroy  will  assume,  as  of  the  Lease  Assumption Date, the rights and
     obligations  of Sellers under the Assumed Leases but only to the extent the
     corresponding  benefits  and  obligations  therefrom  are  assigned  to and
     assumed  by Pomeroy pursuant to approval of the Bankruptcy Court. If and to
     the  extent that any Seller is in default under any Assumed Leases, Pomeroy
     shall  pay  on  the  Lease Assumption Date all cure amounts owing under the
     Assumed Leases and any amount so paid by Pomeroy shall be an offset against
     the  amount  due  under  the  Promissory  Note  delivered in payment of the
     purchase  price  in  accordance  with  Section  3.2(a).


                                        5
<PAGE>
2.3  Assumption  of  Service  Contracts.
     -----------------------------------

     PSIS  will  assume,  as  of the Closing Date, the rights and obligations of
     Sellers  under  the  Assumed  Service Contracts, but only to the extent the
     corresponding  benefits  and  obligations  therefrom  are  assigned  to and
     assumed by PSIS pursuant to approval of the Bankruptcy Court. If and to the
     extent  that  any  Seller  is  in  default under any of the Assumed Service
     Contracts,  PSIS shall pay all cure amounts owing under the Assumed Service
     Contracts  upon  earlier  of  the  Closing Date or entry of an order by the
     Bankruptcy  Court  authorizing the assumption and assignment of the Assumed
     Service  Contracts, which amounts shall be an offset against the amount due
     under  the  Promissory  Note  delivered in payment of the purchase price in
     accordance  with  Section  3.2(a).

2.4  Assumption  of  Multi-Year Maintenance Agreements.  PSIS will assume, as
     -------------------------------------------------
     of  the  Closing  Date,  the  rights  and  obligations of Sellers under any
     Multi-Year  Maintenance  Agreement  that PSIS elects to acquire pursuant to
     Section  1.3(e).

2.5  Excluded  Liabilities.
     ----------------------

     Notwithstanding  anything  in  this  Agreement to the contrary, Pomeroy and
     PSIS  shall  not  assume  or become responsible for any claim, liability or
     obligation  of  any  nature  whatsoever, whether known or unknown, accrued,
     absolute,  contingent  or  otherwise  (a "Liability") of any of the Sellers
     except as set forth in Sections 1.6, 2.1, 2.3 and 2.4. Without limiting the
     generality  of  the  foregoing,  the  following  are  included  among  the
     Liabilities  of  any of the Sellers which Pomeroy and PSIS shall not assume
     or  become  responsible  for:

     (a)  all  Liabilities  for any taxes whether deferred or which have accrued
          or  may  accrue or become due and payable by any of the Sellers either
          prior to, on or after the Closing Date, including, without limitation,
          all  taxes  and  fees  of  a  similar nature arising from the sale and
          transfer  of  Purchased  Assets  No.  1  and Purchased Assets No. 2 to
          Pomeroy  and  PSIS,  respectively, other than sales and transfer taxes
          that  are  imposed  on  the  buyer  according  to  applicable  law;

     (b)  all  Liabilities  and obligations to directors, officers, employees or
          agents  of  any  of  the  Sellers  including,  without limitation, all
          Liabilities  and  obligations for wages, salary, bonuses, commissions,
          vacation or severance pay, profit sharing or pension benefits, and all
          Liabilities  and  obligations  arising  under  any  bonus, commission,
          salary  or  compensation plans or arrangements, whether accruing prior
          to,  on  or  after  the  Closing  Date;

     (c)  all  Liabilities  and  obligations  with  respect  to  unemployment
          compensation  claims  and workmen's compensation claims and claims for
          race,  age  and  sex discrimination or sexual harassment or for unfair
          labor  practice based on or arising from occurrences, circumstances or
          events,  or exposure to conditions, existing or occurring prior to the
          Closing  Date  and  for  which any claim may be asserted by any of the
          Sellers'  employees,  prior  to,  on  or  after  the  Closing  Date;


                                        6
<PAGE>
     (d)  all  Liabilities  of  any of the Sellers to third parties for personal
          injury  or  damage  to  property based on or arising from occurrences,
          circumstances  or  events,  or  exposure  to  conditions,  existing or
          occurring  prior  to  the  Closing Date and for which any claim may be
          asserted  by  any  third party prior to, on or after the Closing Date;

     (e)  all Liabilities and obligations of any of the Sellers arising under or
          by  virtue  of federal or state environmental laws based on or arising
          from  occurrences, circumstances or events, or exposure to conditions,
          existing  or  occurring  prior  to  the Closing Date and for which any
          claim  may  be  asserted  prior  to,  on  or  after  the Closing Date;

     (f)  all  Liabilities  of  any  of  the  Sellers  including  any  costs  of
          attorneys'  fees  incurred  in  connection  therewith, for litigation,
          claims, demands, or governmental proceedings arising from occurrences,
          circumstances  or  events,  or  exposure  to  conditions  occurring or
          existing  prior  to  the  Closing Date;

     (g)  all  Liabilities  based on any theory of liability or product warranty
          with  respect to any product manufactured or sold prior to the Closing
          Date and for which any claim may be asserted by any third party, prior
          to,  on  or  after  the  Closing  Date;

     (h)  all  attorneys'  fees, accountants' or auditors' fees, and other costs
          and  expenses  incurred  by  any of the Sellers in connection with the
          negotiation,  preparation  and performance of this Agreement or any of
          the  transactions  contemplated  hereby;

     (i)  all  Liabilities of any of the Sellers in connection with the Excluded
          Assets;

     (j)  any  Liabilities  of  any  of the Sellers with respect to any options,
          warrants,  agreements or convertible or other rights to acquire shares
          of  its  capital stock of any class and/or of its membership interests
          of  any  class,  respectively;

     (k)  any  Liabilities  of  any  of  the  Sellers  incurred  incident to any
          indemnification  for  breach  of  any  representations,  warranties,
          covenants, or other agreements made by any of the Sellers under any of
          the  asset  purchase,  stock,  reorganization,  or  other  legal
          transaction(s)  set  forth  in  Exhibit  E;

     (l)  any  Liabilities  of  any  of the Sellers with respect to any loans or
          advances  made  by  any  Seller;
     (m)  all  other debts, Liabilities, obligations, contracts, and commitments
          (whether  direct  or  indirect, known or unknown, contingent or fixed,
          liquidated  or  unliquidated,  and  whether now or hereinafter rising)
          arising  out  of or relating to the ownership, operation or use of any
          Purchased  Assets  No.  1 and/or Purchased Assets No. 2 on or prior to
          the  Closing  Date or the conduct of the Business No. 1 of the Sellers
          and/or Business No. 2 of the Sellers prior to the Closing Date, except
          only  for  the  liabilities  and  obligations  to  be assumed or paid,
          performed  or  discharged  by  Pomeroy  and/or  PSIS  as  set forth in
          Sections  1.6,  2.1,  2.2,  2.3  and  2.4.


                                        7
<PAGE>
                                       3.
                                 PURCHASE PRICE
                                 --------------

3.1  Amount  of  Purchase Price.  The purchase price for the Purchased Assets
     --------------------------
     No.  1  and  the  Purchased Assets No. 2 to be acquired by Pomeroy and PSIS
     shall  be  the  sum  of:

     (a)  the  net  book value of the Fixed Assets as of the Closing Date (which
          amount was $1,355,706 as of December 31, 2000 and will be increased by
          acquisitions  or  decreased  by  dispositions,  depreciation  and
          amortization  of Fixed Assets in the ordinary course of business prior
          to  the  Closing  Date);

     (b)  the  amount  of  the  Vendor  Receivable  as  of  the  Closing  Date;

     (c)  the  value of the Committed Inventory determined by its cost as of the
          Closing  Date;

     (d)  $1,000,000.00,  to be allocated between Business No.1 and Business No.
          2  as  agreed  by  the  parties.

     The purchase price to be paid to the Sellers hereunder by Pomeroy and PSIS,
     as  applicable,  shall  be  allocated  as  set  forth on Exhibit F attached
     hereto.  Each  Seller  and  Pomeroy and PSIS agree that each shall act in a
     manner  consistent with such allocation in (a) filing Internal Revenue Form
     8594;  and  (b) in paying sales and other transfer taxes in connection with
     the  purchase  and sale of assets pursuant to this Agreement. To the extent
     that  any  transactions  contemplated  herein are not exempt from sales and
     other  transfer  taxes  pursuant to Section 1146(c) of the Bankruptcy Code,
     Pomeroy  and  PSIS  shall  pay such sales and other transfer taxes, and any
     such  costs  will not be deducted from the purchase price to be paid to the
     Sellers  hereunder.

3.2  Payment  of  Purchase  Price.  The  purchase  price  shall be payable to
     ----------------------------
     Sellers  or  to its creditors as may be directed by the Bankruptcy Court by
     Pomeroy  and  PSIS,  as  applicable,  in  the  following  manner:

     (a)  A  promissory  note  in  the  principal  amount  of  Two Hundred Fifty
          Thousand  Dollars ($250,000.00), which shall be due within ninety (90)
          days of the Closing and shall bear interest at the prime rate of Chase
          Manhattan  Bank,  substantially in the form attached hereto as Exhibit
          G. The Note will be subject to an offset determined by a formula to be
          set  forth  in  the  Note  relating  to  the  voluntary termination of
          employment  by  43  key  employees,  to  be  identified  on  a  list
          countersigned  by Pomeroy, PSIS and the Seller, during such ninety day
          period,  along  with  any  cure  payments  that Pomeroy or PSIS may be
          required  to  pay  pursuant  to the provisions of Sections 1.6, 2.2 or
          2.3;


                                        8
<PAGE>
     (b)  the  balance  of  the  purchase  price  in  cash  by wire transfer and
          immediately  available  funds  on  the  Closing  Date.


                                       4.
                       COVENANT NOT TO COMPETE AGREEMENTS
                       ----------------------------------

4.1  Covenant  Not  to  Compete  Agreements  of  Sellers.
     ---------------------------------------------------

     At Closing, each Seller shall enter into Covenant Not to Compete Agreements
     with  Pomeroy and PSIS, substantially in the forms attached hereto and made
     a  part  hereof  as  Exhibits  H  and  I,  respectively.


                                       5.
                    REPRESENTATIONS AND WARRANTIES OF SELLERS
                    -----------------------------------------

     Each  Seller hereby represents and warrants to Pomeroy and PSIS as follows:

5.1  Organization.
     ------------

     Each  Seller  is  a corporation validly existing and in good standing under
     the  laws  of the State of its incorporation. Each Seller has all requisite
     power  and  authority  to  carry  on  Business No. 1 and Business No. 2, as
     applicable,  as it is now being conducted, subject to the provisions of any
     order  of  the  Bankruptcy  Court.

5.2  Authority.
     ---------

     Subject  only  to  approval  by  the  Bankruptcy Court, each Seller has the
     corporate  power  and authority to perform this Agreement and to consummate
     the  transactions  contemplated  hereby.  The  execution,  delivery  and
     performance of this Agreement and the transactions contemplated hereby have
     been  duly  authorized  by  each  Seller's  Board  of  Directors.

5.3  Title  to  Properties  and  Conditions.
     --------------------------------------

     Each Seller has good and marketable title to the Purchased Assets No. 1 and
     Purchased  Assets  No. 2 being sold hereunder. When sold in accordance with
     the Bankruptcy Court Order, the Purchased Assets No. 1 and Purchased Assets
     No.  2  will  not  be  subject  to any claims, liens, interests, mortgages,
     charges or other encumbrances arising through the Sellers. The Sellers have
     not  entered  into  any  prior  agreement to sell or transfer the Purchased
     Assets  No.  1  or Purchased Assets No. 2. Subject to any provisions of the
     Bankruptcy Court Order, the assets purchased pursuant to this Agreement are


                                        9
<PAGE>
     sold  "As  Is",  "Where  Is" and with all faults. Each Seller warrants only
     that title conveyed is good and transfer rightful. This warranty is made by
     the  Sellers  in  lieu  of  all  other  warranties,  express  or  implied.

5.4  Brokers  and  Finders.
     ---------------------

     None  of  the Sellers have employed any broker, agent or finder or incurred
     any  liability for any brokerage fees, agent commission or finder's fees in
     connection  with  the  transaction contemplated hereby for which Pomeroy or
     PSIS  or  any  third  party  shall  have  any  liability.


                                       6.
                    REPRESENTATIONS AND WARRANTIES OF POMEROY
                    -----------------------------------------

     Pomeroy  hereby  represents  and warrants to the Sellers that the following
     statements  are  true  and  correct  as  of  the  date  hereof.

6.1  Organization,  Good  Standing  and  Power  of  Pomeroy.  Pomeroy  is  a
     ------------------------------------------------------
     corporation  duly incorporated, validly existing and in good standing under
     the  laws  of the State of Delaware and has full corporate power and lawful
     authority to execute, deliver and perform this Agreement and the execution,
     delivery and performance of this Agreement and the transaction contemplated
     hereby  will  be, on or before the date referred to in Sections 8.3 and 8.4
     of  this Agreement, duly authorized by Pomeroy's Board of Directors and its
     senior lender, Deutsche Financial Services Corporation. This Agreement is a
     valid and binding obligation of Pomeroy, enforceable in accordance with its
     terms  except  that  such  enforceability  may  be  limited  by bankruptcy,
     reorganization,  insolvency,  moratorium  and  similar  laws.

6.2  Brokers  and  Finders.
     ---------------------

     Pomeroy  has  not  employed  any  broker,  agent  or finder or incurred any
     liability  for  any  brokerage  fees,  agent commission or finder's fees in
     connection with the transaction contemplated hereby for which any Seller or
     any  third  party  shall  have  any  liability.

6.3  Organization,  Good  Standing  and Power of PSIS.  PSIS is a corporation
     ------------------------------------------------
     duly  incorporated, validly existing and in good standing under the laws of
     the  State of Delaware and has full corporate power and lawful authority to
     execute, deliver and perform this Agreement and the execution, delivery and
     performance  of this Agreement and the transaction contemplated hereby will
     be,  on  or  before  the  date  referred to in Sections 8.3 and 8.4 of this
     Agreement,  duly  authorized  by  PSIS's  Board of Directors and its senior
     lender,  Deutsche Financial Services Corporation. This Agreement is a valid
     and  binding  obligation  of PSIS, enforceable in accordance with its terms
     except  that  such  enforceability  may  be  limited  by  bankruptcy,
     reorganization,  insolvency,  moratorium  and  similar  laws.


                                       10
<PAGE>
6.4  Brokers  and  Finders.
     ---------------------

     PSIS has not employed any broker, agent or finder or incurred any liability
     for  any  brokerage  fees,  agent commission or finder's fees in connection
     with the transactions contemplated hereby for which any Seller or any third
     party  shall  have  any  liability.


                                       7.
                      CERTAIN UNDERSTANDINGS AND AGREEMENTS
                      -------------------------------------

7.1  Disposition of Assets.  From the date hereof to the Closing Date, except
     ---------------------
     as  may be authorized by the Bankruptcy Court, none of Purchased Assets No.
     1 or Purchased Assets No. 2 will be sold, conveyed or otherwise disposed of
     by  any  Seller  without  Pomeroy's or PSIS's prior written approval of the
     terms  and  conditions  of  such sale, other than the sale of inventory and
     other  assets  in  the  ordinary  course  of  business  of  any  Seller.

7.2  Motion  to  the  Bankruptcy  Court.
     ----------------------------------

     Promptly  after  the commencement of the Bankruptcy Case, the Sellers shall
     file with the Bankruptcy Court a motion for orders (a) authorizing the sale
     of  the  Sellers'  assets  as  provided  herein free and clear of all liens
     pursuant  to  Section  363(f)  of  the Bankruptcy Code, (b) authorizing the
     Sellers,  as Chapter 11 debtors-in-possession (the "Debtors") to conduct an
     auction to sell such assets to Pomeroy and PSIS or to any higher and better
     bidder,  (c)  approving  a  break-up  fee  in  the  amount of $250,000 (the
     "Break-Up  Fee")  and  certain  bidding procedures in such auction and sale
     (including  an  initial  minimum  bid of $250,000 in excess of the purchase
     price in Section 3.1 of this Agreement and subsequent bidding in increments
     of $25,000, and a minimum good faith deposit of $500,000), and scheduling a
     hearing  and fixing the manner of sale and notice of such auction and sale,
     (d)  scheduling  a  preliminary  hearing on shortened notice and fixing the
     manner  and  extent  of  notice  to  consider  the Break-Up Fee and bidding
     procedures, (e) authorizing the assumption and assignment to Pomeroy of the
     Assumed Service Contracts and any other executory contracts included in the
     Purchased  Assets  No.  1 and the Purchased Assets No. 2, (f) extending the
     time to accept or reject leases of real or personal property of the Sellers
     to  a  date not less than 120 days after the commencement of the Bankruptcy
     Case  and (g) granting such other relief as the Bankruptcy Court shall deem
     appropriate.

7.3  Conduct  of  Business.  Each  Seller agrees that from the date hereto to
     ---------------------
     the  Closing  Date,  except  as  otherwise  set  forth in this Agreement or
     permitted  by the Bankruptcy Code, by any order of the Bankruptcy Court, or
     to  the extent consented to in writing by Pomeroy and PSIS, or as expressly
     contemplated  hereby,  each  Seller:

     (a)  will operate the Purchased Assets No. 1 and Purchased Assets No. 2 and
          Business  No.  1  and  Business No. 2 as presently operated consistent
          with  past practices, except for the filing of the Bankruptcy Case and
          the  363(f)  motion;

     (b)  will promptly advise Pomeroy and PSIS in writing of any material loss,
          damage or destruction of or to the Purchased Assets No. 1 or Purchased
          Assets  No.  2;


                                       11
<PAGE>
     (c)  will  not  incur  any  indebtedness,  liability or obligation (whether
          absolute,  approved,  contingent  or otherwise) in connection with the
          Purchased  Assets  No.  1  or Purchased Assets No. 2 other than in the
          ordinary course of business, or as may be authorized by the Bankruptcy
          Court;

     (d)  except  as may be authorized by the Bankruptcy Court, will not permit,
          create  or  assume  any  mortgage, lien, pledge, charge or encumbrance
          with  respect  to  Purchased  Assets  No. 1 or Purchased Assets No. 2.

7.4  Access  to Information.  From the date hereof until Closing, each Seller
     ----------------------
     shall  make  available  or  cause  to be made available to the accountants,
     attorneys  or  other  representatives  of  Pomeroy and PSIS for examination
     during  normal  business  hours,  upon reasonable requests, all properties,
     assets,  books  of  accounts,  title papers, insurance policies, contracts,
     leases,  commitments,  records  and  other  documents  of  every  character
     relating  to  Business  No.  1  and  Business  No.  2.

7.5  Collection  of  Accounts  Receivable.  Subject  to  authorization by the
     ------------------------------------
     Bankruptcy  Court,  Pomeroy  shall  have the option to enter into a Service
     Contract  with  the  Sellers pursuant to which Pomeroy will collect for the
     account  of  the Sellers the accounts receivable of the Sellers outstanding
     as  of  the  Closing  Date.

7.6  Other  Actions.  From  the  date hereof until Closing, each Seller shall
     --------------
     not take any action which shall prevent the representations, warranties and
     covenants  of  Sellers  set forth herein from being true and correct at the
     Closing.

7.7  Occupancy  Pending Assumption of Leases.  After the Closing and prior to
     ---------------------------------------
     the  Lease  Assumption  Date,  the Sellers shall permit Pomeroy and PSIS to
     occupy  and  use  the  real  property  described in Exhibit D to the extent
     necessary  for  the  use  of  the  Purchased Assets No. 1 and the Purchased
     Assets  No.  2, provided that Pomeroy or PSIS pays all rent and other costs
     of  the  use  and  occupancy  of  such  premises.
                                       8.
                       CONDITIONS PRECEDENT TO OBLIGATIONS
                       -----------------------------------
                               OF POMEROY AND PSIS
                               -------------------

     The  obligation  of  Pomeroy  and  PSIS  to  consummate  the  transactions
     contemplated  hereby  shall  be  subject  to  the  following  conditions:

8.1  Pomeroy  and  PSIS  shall acquire all necessary permits from federal, state
     and  local agencies that are necessary to conduct business in the states of
     Arizona,  Texas,  Florida,  Illinois,  and  Minnesota.

8.2  Pomeroy  and PSIS shall have completed their due diligence investigation of
     the  books and records of each Seller to their satisfaction. This condition
     shall  be deemed to have been waived by Pomeroy and PSIS unless Pomeroy and


                                       12
<PAGE>
     PSIS notify the Sellers of their election to terminate this Agreement on or
     before  the  14th  day  after  the  commencement  of  the  Bankruptcy Case.

8.3  Pomeroy  and  PSIS shall have obtained the consent of their primary lender,
     Deutsche Financial Services Corporation, to the transaction. This condition
     shall  be deemed to have been waived by Pomeroy and PSIS unless Pomeroy and
     PSIS notify the Sellers of their election to terminate this Agreement on or
     before  the  14th  day  after  the  commencement  of  the  Bankruptcy Case.

8.4  The  transactions  shall  have  been  approved by the Board of Directors of
     Pomeroy and PSIS, respectively. This condition shall be deemed to have been
     waived  by  Pomeroy  and PSIS unless Pomeroy and PSIS notify the Sellers of
     their  election to terminate this Agreement on or before the 14th day after
     the  commencement  of  the  Bankruptcy  Case.

8.5  Pomeroy  and/or PSIS shall have entered into Employment Agreements with key
     employees  of  Sellers  identified  by  Pomeroy or PSIS (including, but not
     limited  to,  certain  system  engineers  and  Java  programmers  that  are
     currently providing services to Sellers' consulting unit) on terms that are
     mutually agreeable to such parties, subject in any event to the approval by
     the  Bankruptcy  Court  of the sale of the assets to Pomeroy and PSIS. This
     condition  shall  be  deemed to have been waived by Pomeroy and PSIS unless
     Pomeroy  and  PSIS  notify  the Sellers of their election to terminate this
     Agreement  on  or  before  the  14th  day  after  the  commencement  of the
     Bankruptcy  Case.

8.6  The  representations  and  warranties  of  each  Seller  contained  in this
     Agreement  shall  be  true and correct, in all material respects, as of the
     Closing  Date  and  each of the covenants, agreements and obligations to be
     performed  by  each  Seller  on  or before the Closing Date pursuant to the
     terms  hereof  shall  have  been performed, in all material respects, on or
     before  the  Closing  Date.

8.7  Except  for the filing of the Bankruptcy Case or as may be authorized by an
     order  of  the  Bankruptcy  Court,  no material loss, damage or destruction
     shall  have  occurred to the Purchased Assets No. 1 or Purchased Assets No.
     2,  which  loss, damage or destruction cannot reasonably be repaired within
     ninety  (90)  days  after  the  date  of  such loss, damage or destruction.

8.8  Except  for the filing of the Bankruptcy Case or as may be authorized by an
     order  of  the Bankruptcy Court, no action, suit or proceedings against any
     of  the  parties  hereto  shall  be  issued  or pending before any court or
     governmental  agency  seeking  to  restrain  or  prohibit  the transactions
     contemplated  by  this  Agreement.

8.9  A bid procedures order (the "Bid Procedures Order") shall have been entered
     by  the  Bankruptcy  Court  within  20 days of execution of this Agreement,
     unless  otherwise  agreed  to  by  the  parties,  establishing  such  bid
     procedures,  granting  such  bid  procedures,  bidder  protections,  bidder
     qualifications  and  appropriate  Break-Up  Fee  and  addressing such other
     matters  as  such  Sellers  and  Pomeroy  and  PSIS  mutually  agree  upon,
     including,  but not limited to, reimbursement of Pomeroy's and PSIS's costs


                                       13
<PAGE>
     not  to  exceed  $250,000 (encompassed in the proposed Break-Up Fee) in the
     event  that  Pomeroy and PSIS are not the successful bidders in any sale of
     Purchased  Assets  No.  1  and  Purchased  Assets  No.  2  conducted in the
     Bankruptcy  Case,  an  initial  minimum  bid  of  $250,000 in excess of the
     purchase  price  in  Section  3.1  and  subsequent bidding in increments of
     $25,000,  and  a  minimum  good  faith  deposit  of  $500,000.

8.10 Final  Order  of  Bankruptcy  Court.
     -----------------------------------

     The  Bankruptcy  Court  shall  have entered an order (the "Bankruptcy Court
     Order") in form and substance satisfactory to Pomeroy and PSIS, authorizing
     and  directing each Seller to (a) sell Purchased Assets No. 1 and Purchased
     Assets  No.  2  to  Pomeroy  and PSIS, as applicable, free and clear of all
     liens, claims, interests and encumbrances in accordance with Section 363(f)
     of the Bankruptcy Court, and (b) to assign the Assumed Service Contracts to
     Pomeroy  and  PSIS,  as  applicable,  in accordance with Section 365 of the
     Bankruptcy  Code.  The Bankruptcy Court Order shall become a Final Order on
     or before April 30, 2001, or such other date as is agreed to by the parties
     in accordance with this Agreement. For purposes of this Agreement, a "Final
     Order"  shall  mean  an  order or judgment of the Bankruptcy Court or other
     court  of  competent  jurisdiction (i) which has not been reversed, stayed,
     modified  or  amended  and  as  to which the time to appeal or seek review,
     reconsideration  or  rehearing  has  expired  and  as  to  which no appeal,
     petition  for  certiorari,  or  other  proceedings for re-argument, review,
     reconsideration  or rehearing shall be pending or (ii) for which an appeal,
     writ  of  certiorari, re-argument or rehearing thereof has been sought, and
               ----------
     as  to  which  such  order  was  appealed,  or  certiorari,  re-argument or
                                                     ----------
     rehearing  shall  have been denied and the time to take any further appeal,
     petition  for  certiorarior  move  for  re-argument or rehearing shall have
                    ------------
     expired, so that in the event of either (i) or (ii), such order or judgment
     shall  have  become  final and non-appealable in accordance with applicable
     law;  provided,  however, that the possibility that a motion under Rules 59
           -------------------
     or  60  of the Federal Rules of Civil Procedure or any analogous rule under
     the  Bankruptcy  Rules may be, but has not then been, filed with respect to
     such  order  or judgment shall not cause such order or judgment not to be a
     Final  Order,  and  provided  further that nothing herein will preclude the
                    ---------------------------
     Sellers  and  the  Purchasers  from closing in reliance upon the Bankruptcy
     Court  Order  and  Section  363(m) of the Bankruptcy Code, when and if they
     agree  to  do  so  in  their  sole  discretion,  regardless  of whether the
     Bankruptcy  Court  Order  has become a Final Order as heretofore described,
     and  so  long as the Bankruptcy Court Order is in full force and effect and
     has  not  been  reversed,  modified,  or  stayed.

8.11 The  Bankruptcy  Court  shall  have entered an order on the Sellers' motion
     referred  to  in  Section  7.2(f)  of this Agreement extending the time for
     assuming  or  rejecting  leases  to  120 days after the commencement of the
     Bankruptcy  Case.

8.12 The  Bankruptcy  Case shall have been commenced not later than six (6) days
     after  the  execution  and  delivery  of  this  Agreement.


                                       14
<PAGE>
8.13 Each  Seller shall have delivered to Pomeroy and PSIS, as applicable, at or
     before  Closing, the following documents, all of which shall be in form and
     substance  reasonable  acceptable  to  Pomeroy  and PSIS and their counsel:

     (a)  Instruments  of  transfer  required  by  Section  1.7;

     (b)  Copies of resolutions of the Board of Directors of each Seller and any
          other  necessary  corporate  actions,  certified  by  the Secretary or
          Assistance  Secretary  of  each  Seller,  authorizing  the  execution,
          delivery and performance of this Agreement and the consummation of the
          transactions  contemplated  hereby  and attesting to the signatures of
          the  officers  signing  documents  on  behalf  of  each  Seller;

     (c)  Each  Seller shall have entered into the non-competition agreements as
          set  forth  in  Exhibits  H  and  I;  and

     (d)  Possession  of Purchased Assets No. 1 and Purchased Assets No. 2 shall
          be  provided  to  Pomeroy  and  PSIS,  as  applicable.


                                       9.
                 CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLERS
                 ----------------------------------------------

     The  obligations of each Seller to consummate the transactions contemplated
     hereby  shall  be  subject  to  the  following  conditions:

9.1  Each  Seller  will  have  obtained  the  consent  of  its senior lender, if
     required,  to  the  sale of the Purchased Assets No. 1 and Purchased Assets
     No. 2 and all other consents and approvals of any third party whose consent
     is  required  in  connection  with  the  transactions  contemplated by this
     Agreement.

9.2  The  representations  and  warranties of Pomeroy and PSIS contained in this
     Agreement  shall be true and correct as of the Closing Date and each of the
     covenants,  agreements  and obligations to be performed by Pomeroy and PSIS
     on  or before the Closing Date pursuant to the terms hereof shall have been
     performed  on  or  before  the  Closing  Date.

9.3  Final  Order  of  Bankruptcy  Court.  The  Bankruptcy  Court  shall  have
     -----------------------------------
     entered  the  Bankruptcy  Court Order in form and substance satisfactory to
     each  Seller  authorizing  and  directing each Seller to (a) sell Purchased
     Assets No. 1 and Purchased Assets No. 2 to Pomeroy and PSIS, as applicable,
     free  and  clear  of  all  liens,  claims,  interests  and  encumbrances in
     accordance  with  Section  363(f) of the Bankruptcy Code, and (b) to assign
     the  Assumed  Service  Contracts  to  Pomeroy  and  PSIS, as applicable, in
     accordance  with  Section  365 of the Bankruptcy Code. The Bankruptcy Court
     Order shall become a Final Order on or before April 30, 2001, or such other
     date  as  is  agreed  to  by the parties in accordance with this Agreement.


                                       15
<PAGE>
9.4  Pomeroy  and PSIS, as applicable, shall have delivered to the Sellers at or
     before  Closing, the following documents, all of which shall be in form and
     substance  reasonably  acceptable  to  the  Sellers  and  their  counsel:

     (a)  A certified or bank cashier's check or wire transfer for the aggregate
          amount  to  be  paid  to  Sellers  or  as  otherwise  directed  by the
          Bankruptcy  Court  at  the  Closing  pursuant  to  Section  3.2(b);

     (b)  A  promissory  note  made  payable to Sellers as seat forth in Section
          3.2(a);

     (c)  An  Assumption  of  Liabilities  Agreement  under which Pomeroy and/or
          PSIS,  as  applicable, assumes the contracts set forth in Section 1.6,
          2.1,  2.2,  2.3  and  2.4;  respectively;

     (d)  Copies  of  resolutions of the Board of Directors of Pomeroy and PSIS,
          certified  by  the  Secretary  of  Pomeroy  and  PSIS,  respectively,
          authorizing  the execution, delivery and performance of this Agreement
          and  the  consummation  of  the  transactions  contemplated hereby and
          attesting  to  the  signatures  of  the  officers signing documents on
          behalf  of  Pomeroy  and  PSIS.


                                       10.
                 SURVIVAL OF AND RELIANCE UPON REPRESENTATIONS,
                 ----------------------------------------------
                    WARRANTIES AND AGREEMENT; INDEMNIFICATION
                    -----------------------------------------

10.1  Survival  of  Representations  and  Warranties:
      ----------------------------------------------

     The  parties acknowledge and agree that all representations, warranties and
     agreements  contained  in  this  Agreement or in any agreement, instrument,
     exhibit,  certificate,  schedule  or other document delivered in connection
     herewith,  shall  survive  the  Closing and continue to be binding upon the
     party  giving such representation, warranty or agreement and shall be fully
     enforceable  to  the extent provided for herein, at law or in equity, for a
     period beginning on the Closing Date and ending 180 days thereafter, except
     for  the representations and warranties set forth in Sections 5.2, 5.3, 6.1
     and  6.3,  which  shall  survive  the  Closing  Date and shall terminate in
     accordance  with  the statute of limitations governing written contracts in
     the  State  of  Arizona,  and  Exhibits  H  and I, which shall terminate as
     provided  therein.

10.2 Indemnification  by  Sellers.
     ----------------------------

     Sellers  shall  indemnify  Pomeroy  and PSIS against and hold them harmless
     from:

     (a)  any  and  all  loss, damage, liability or deficiency resulting from or
          arising  out  of  any  inaccuracy  in or breach of any representation,
          warranty,  covenant,  or  obligation  made  or  incurred by any Seller


                                       16
<PAGE>
          herein  or in any other agreement, instrument or document delivered by
          or  on  behalf  of  any  Seller  pursuant  to  the  provisions  of the
          Agreement;

     (b)  any imposition (including by operation of law) or attempted imposition
          by  a  third  party  upon  Pomeroy and/or PSIS of any liability of any
          Seller  which  Pomeroy  or  PSIS has not specifically agreed to assume
          pursuant  to  Sections  1.6,  2.1,  2.2, 2.3 or 2.4 of this Agreement;

     (c)  any  and  all  costs  and  expenses  (including  reasonable  legal and
          accounting  fees)  related  to  any  of  the  foregoing.

10.3  Indemnification  by  Pomeroy  and/or  PSIS.
      -------------------------------------------

     Pomeroy  and  PSIS,  as applicable, shall indemnify each Seller against and
     hold  them  harmless  from:

     (a)  any  and  all  loss, damage, liability or deficiency resulting from or
          arising  out  of  Pomeroy's  and  PSIS's  operations subsequent to the
          Closing;

     (b)  any  inaccuracy in or breach of any representation, warranty, covenant
          or  obligation  made or incurred by Pomeroy and/or PSIS, as applicable
          herein,  or  in any other agreement, instrument, or document delivered
          by  or  on  behalf  of  such  party pursuant to the provisions of this
          Agreement;

     (c)  any  obligation of Pomeroy and/or PSIS emanating out of the assumption
          of  certain  leases, service contracts, committed inventories or other
          agreements  as  set  forth  in  Sections  1.6,  2.1, 2.2, 2.3 and 2.4,
          respectively;  and

     (d)  any and all related costs and expenses (including reasonable legal and
          accounting  fees).

                                       11.
                             DEFAULT AND TERMINATION
                             -----------------------

11.1 A  party  shall  "default"  under  this  Agreement if it makes any material
     misrepresentation  to the other party in connection with this Agreement, or
     breaches  or  fails  to  perform  any of its representations, warranties or
     covenants  contained  in  this  Agreement.

11.2 If either party desires to terminate this Agreement because it believes the
     other  to be in default hereunder, the former party shall provide the other
     with  written  notice  specifying  in  reasonable detail the nature of such
     default.  If  the  default  is not curable or has not been cured within ten
     (10) days after delivery of that notice (or such additional reasonable time
     as  the  circumstances  may warrant provided the default is curable and the
     party  in  default  undertakes  diligent,  good  faith  efforts to cure the
     default  within  such  ten  (10)  day  period  and  continues  such efforts
     thereafter), then the party giving such notice may terminate this Agreement
     and/or  exercise  the  remedies  available  to  such party pursuant to this


                                       17
<PAGE>
     Agreement,  subject  to the right of the other party to contest such action
     though  appropriate  proceedings.  Notwithstanding  the  foregoing, neither
     party  shall  have  any  right  to  cure  such  party's wrongful failure to
     consummate  this  transaction, as provided herein, on the Closing Date. The
     remedy  of terminating this Agreement in accordance with this Section shall
     not  be  exclusive  of any other rights which a party may have to terminate
     this Agreement under any other provisions hereof, or of any other rights or
     remedies  which  a  party  may  otherwise have under this Agreement, or any
     other  agreement  or  instrument, all of which rights and remedies shall be
     cumulative.

11.3 If  a  lawsuit  is  filed  by Pomeroy or PSIS or any Seller pursuant to the
     terms  of  this Section 11, the prevailing party in the litigation shall be
     entitled to payment by the losing party of attorneys' fees, costs and other
     expenses  reasonably  incurred  by  the  prevailing  party  in  filing  and
     prosecuting  the  lawsuit.


                                       12.
                                   THE CLOSING
                                   -----------

12.1 Date,  Time  and  Place  of  Closing.
     ------------------------------------

     Closing  of  the  sale and purchase of Purchased Assets No. 1 and Purchases
     Assets  No.  2 (the "Closing") shall take place at the offices of Pomeroy's
     and  PSIS's  counsel,  Lindhorst & Dreidame Co., L.P.A., 312 Walnut Street,
     Suite  2300,  Cincinnati, Ohio 45202, on the first Business Day which is at
     least  seven  (7)  days after the Bankruptcy Court Order has become a Final
     Order,  or  at  such  other  time  or place as may be mutually agreed to in
     writing  by  Pomeroy  and PSIS and Sellers and as permitted in Section 8.10
     (the  "Closing  Date").


                                       13.
                                  MISCELLANEOUS
                                  -------------

13.1 Except  to  the extent otherwise specifically provided herein or in the Bid
     Procedures  Order  or  the  Bankruptcy Court Order, Pomeroy and/or PSIS, as
     applicable,  shall  pay  all  of  the expenses incident to the transactions
     contemplated  by this Agreement that are incurred by Pomeroy and/or PSIS or
     their  representatives  and  each  Seller  shall  pay  all  of the expenses
     incident  to  the  transactions  contemplated  by  this  Agreement that are
     incurred  by  each Seller or its respective representatives. Pomeroy and/or
     PSIS  shall  pay all sales, transfer, intangible and similar taxes, and all
     filing  of  recording  fees,  if  any,  in connection with the transactions
     contemplated  by  this  Agreement.  To  the  extent  that  any transactions
     contemplated  herein  are  not  exempt  from sales and other transfer taxes
     pursuant  to Section 1146(c) of the Bankruptcy Code, Pomeroy and PSIS shall
     pay  such  sales  and  other  transfer  taxes.


                                       18
<PAGE>
13.2 Except  as otherwise expressly agreed herein, each of the parties shall pay
     its  own  costs  and  expenses  in  connection  with this Agreement and the
     transactions  contemplated  hereby,  including without limitation all legal
     and  accounting  fees.

13.3 This  Agreement,  the  construction  of  this  Agreement,  all  rights  and
     obligations  between  the parties to this Agreement, and any and all claims
     arising  out  of  or  relating  to  the  subject  matter  of this Agreement
     (including  all tort claims), shall be governed by the laws of the State of
     Arizona,  without regard to its conflicts of law principles. Any litigation
     or  other  legal proceeding of any kind based upon or in any way related to
     this  Agreement,  its  subject  matter, or the rights or obligations of the
     parties  to  this Agreement, shall be brought exclusively in an appropriate
     court  of  competent  jurisdiction  (state  or federal) located in Maricopa
     County,  Arizona  (if  the  action  is  brought  in  state court) or in the
     District of Arizona (if the action is brought in federal court). Any action
     brought  in  such  courts  shall not be transferred or removed to any other
     state or federal court. The parties consent to the exercise of jurisdiction
     over  them  by  the  above-named courts (including, but not limited to, the
     Bankruptcy  Court  in  and  for  the  District  of Arizona) as their freely
     negotiated  choice of forum for all actions subject to this forum selection
     clause.

13.4 This  Agreement  shall  not  be  assignable by any Seller without the prior
     written consent of Pomeroy or PSIS, or by Pomeroy or PSIS without the prior
     written consent of each Seller, provided, however, that Pomeroy or PSIS may
                                     --------  -------  ----
     assign  this  Agreement  without  any  Seller's  consent to a subsidiary or
     affiliate  of  Pomeroy  or  PSIS.  Regardless  if any such assignment shall
     occur,  Pomeroy  and/or  PSIS,  as  applicable,  shall  remain  liable  and
     responsible  for  the  performance  of  all  of  Pomeroy's  and/or  PSIS's
     obligations,  as  applicable,  under  this  Agreement.

13.5 Each  party  acknowledges  and  agrees  that no employee, officer, agent or
     representative  or  the  other  party  has  the  authority  to  make  any
     representations,  statements  or  promises  in  addition  to  or in any way
     different  than  those  contained  in  this  Agreement,  and that it is not
     entering into this Agreement in reliance upon any representation, statement
     or  promise  of  the  other  party  except  as  expressly  stated  herein.

13.6 This Agreement shall be binding upon, and inure to the benefit of, Pomeroy,
     PSIS  and  each  Seller,  and  their  respective  successors  and permitted
     assigns.

13.7 Neither  Sellers  nor  Pomeroy  or PSIS shall make any public announcements
     concerning  this  transaction  without  prior  written consent of the other
     parties  hereto, provided that the parties shall issue a mutually agreeable
     press  release  regarding  any  of  the  transactions  contemplated by this
     Agreement,  unless  compelled  by  judicial or administrative process or by
     other  requirements  of  law,  or unless the Sellers and/or Pomeroy or PSIS
     determines  that such announcement is advisable under applicable securities
     laws,  in  which event reasonable prior notice of any such disclosure shall
     be  given  to  the  other  party.

13.8 This  Agreement  constitutes the entire agreement and understanding between
     the parties and supersedes any prior written or oral understandings between
     them respecting the subject matter hereof. This Agreement may be amended or


                                       19
<PAGE>
     modified  only  in  a  writing signed by Pomeroy, PSIS and each Seller that
     specifically  refers  to  this  Agreement.

13.9 All  notices,  consents  or approvals required hereunder will be in writing
     and  will  be  deemed  to have been received by a party hereto if delivered
     personally  to  such  party, or sent by facsimile transmission (followed by
     written  confirmation), or by overnight courier service, or by certified or
     registered  mail,  return  receipt requested, postage prepaid, addressed to
     such  party  at the address set forth below or to such other address as any
     party  may  give  to  the  other  in  writing  for  such  purpose:

          To  Pomeroy  at:            Pomeroy  Computer  Resources,  Inc.
                                      1020  Petersburg  Road
                                      Hebron,  KY  41048-8222

          To  PSIS  at:               Pomeroy Select Integration Solutions, Inc.
                                      1020  Petersburg  Road
                                      Hebron,  KY  41048

          With  a  copy  to:          James  H.  Smith,  III,  Esq.
                                      Lindhorst  &  Dreidame
                                      312  Walnut  Street,  Suite  2300
                                      Cincinnati,  OH  45202

          To  Sellers  at:            Osage  Systems  Group,  Inc.,  et  al
                                      1661  East  Camelback,  Suite  245
                                      Phoenix,  AZ  85016

          With  copies  to:           Joseph  Galda,  Esq.
                                      Hodgson  Russ  LLP
                                      One  M&T  Plaza
                                      Buffalo,  NY  14203-2391

                                      John  J.  Dawson,  Esq.
                                      John  A.  Harris,  Esq.
                                      Quarles  &  Brady  Streich  Lang,  LLP
                                      Renaissance  One
                                      Two  North  Central  Avenue
                                      Phoenix,  AZ  85004-2391

13.10  All  such  communications,  if personally delivered, will be conclusively
     deemed  to have been received by a party hereto and to be effective when so
     delivered,  or  if  sent  by  facsimile  transmission,  on the day on which
     transmitted,  or  if  sent  by  overnight courier service, on the day after
     deposit  thereof  with  such service, or if sent by certified or registered
     mail,  on  the  third  business day after the day on which deposited in the
     mail.


                                       20
<PAGE>
13.11  The  invalidity  or  unenforceability  of  any  term or provision of this
     Agreement  shall  not  affect  the validity or enforceability of any of the
     remaining  terms  or  provisions  hereof.

13.12  Each party has been represented by its own counsel in connection with the
     negotiation and preparation of this Agreement and, consequently, each party
     hereby  waives  the  application  of any rule of law to the effect that any
     provision  of  this Agreement shall be interpreted or construed against the
     party  whose  counsel  drafted  that  provision.

13.13 Time shall be of the essence in this Agreement and the performance of each
     and  every  provision  hereof.

13.14  This  Agreement  may  be executed in any number of counterparts, and each
     such  counterpart  hereof shall be deemed to be an original instrument, but
     all  such  counterparts  together  shall  constitute  but  one  agreement.

13.15  Any  of  the  terms and conditions of this Agreement may be waived at any
     time  and from time to time in writing by the party entitled to the benefit
     thereof without affecting any other terms and conditions of this Agreement.
     Any waiver of a breach of any provision of this Agreement shall not operate
     or  be  construed  as  a  waiver  of  any  subsequent  breach.

13.16  Each  Seller  shall  be  permitted  to retain copies of books and records
     relating  to Purchased Assets No. 1 and/or Purchased Assets No. 2 and shall
     have  access  to all original copies of records so delivered to Pomeroy and
     PSIS at reasonable times, for any reasonable business purpose, for a period
     of  six  (6)  years  after  the  Closing.


                                       21
<PAGE>
IN  WITNESS WHEREOF, the parties have entered into this ASSET PURCHASE AGREEMENT
as  of  the  day  and  year  first  above  written.

                              POMEROY  COMPUTER  RESOURCES,  INC.

                              By:  ___________________________________
                                   Stephen  E.  Pomeroy,  President

                              POMEROY  SELECT  INTEGRATION
                              SOLUTIONS,  INC.

                              By:  ___________________________________
                                   Stephen  E.  Pomeroy,
                                   Chief  Executive  Officer  and  President

                              OSAGE  SYSTEMS  GROUP,  INC.

                              By:  ___________________________________
                                   Phil  Carter
                                   Chairman  and  Chief  Executive  Officer

                              OSAGE  COMPUTER  GROUP,  INC.

                              By:  ___________________________________
                                   Phil  Carter
                                   Chairman  and  Chief  Executive  Officer

                              SOLSOURCE  COMPUTERS,  INC.

                              By:  ___________________________________
                                   Phil  Carter
                                   Chairman  and  Chief  Executive  Officer

                              H.V.  JONES,  INC.

                              By:  ___________________________________
                                   Phil  Carter
                                   Chairman  and  Chief  Executive  Officer

                              OPEN  SYSTEM  TECHNOLOGIES,  INC.

                              By:  ___________________________________
                                   Phil  Carter
                                   Chairman  and  Chief  Executive  Officer



                                       22
<PAGE>
                              OPEN  BUSINESS  SYSTEMS,  INC.

                              By:  ___________________________________
                                   Phil  Carter
                                   Chairman  and  Chief  Executive  Officer


                              OSAGE  SYSTEMS  GROUP  MINNESOTA,  INC.

                              By:  ___________________________________
                                   Phil  Carter
                                   Chairman  and  Chief  Executive  Officer


                              OSAGE  iXi,  INC.

                              By:  ___________________________________
                                   Phil  Carter
                                   Chairman  and  Chief  Executive  Officer


<PAGE>
                                    EXHIBIT A

                                  FIXED ASSETS

                         [To be faxed to working group]




                                        1
<PAGE>
                                    EXHIBIT B

                            ASSUMED SERVICE CONTRACTS

                            ORDER  #
                            --------
                            2487
                            2814
                            160
                            758
                            2565
                            07-995
                            07-252
                            1822
                            07-383
                            07-436
                            07-631
                            1215
                            414
                            07-640
                            1991
                            07-91
                            07-931
                            07-482
                            07-452
                            07-250
                            2865
                            433


                                        1
<PAGE>
                                    EXHIBIT C

                                 EXCLUDED ASSETS


i.   Seller's  cash,  cash  equivalents,  bank
     accounts,  marketable  securities;

ii.  Seller's  accounts  receivable  and  vendor
     receivables  (other  than  the  Sun  Microsystems
     vendor  receivable);

iii. All  of  Seller's  inventory  (other  than  the
     Committed  Inventory);

iv.  Seller's  corporate  records  to  the  extent
     such  records  relate  to  each  Seller  as  a
     corporate  entity,  including  but  not
     limited  to,  Seller's Articles of Incorporation,
     regulations,  shareholder  records,  corporate
     minute  books  and  other  corporate  and  tax
     records;

v.   Any  insurance  policy  or  policies  maintained
     by  any  Seller  covering  Business  No.  1  or
     Business  No.  2  insuring  the  assets  and  property
     associated  therewith  against  losses  and  risks;

vi.  All  of  Seller's  claims  or  causes  of  action
     vested  in  Seller  pursuant  to  Sections  544,
     545,  547,  548  and  549  of  the  Bankruptcy
     Code  and  all  remedies available under Bankruptcy
     Code  Section  550  relating  to  monetary
     payments  or  other  transfers  made  during  the
     applicable  statutory  period;

vii.  Rights  of  any  Seller  arising  out  of  the  Asset
     Purchase  Agreement;

viii.All  contract  rights  of  any Seller associated
     with  contracts  which  are  not  assumed  by
     Pomeroy  or  PSIS;

ix.  All  life  insurance  owned  by  any  Seller;


                                        1
<PAGE>
x.   All  federal,  state  and  local  tax  refunds  of
     Sellers,  whether  arising  now  or  at  any
     time  thereafter;

xi.  Any  and  all  insurance  claims  of  any  Seller,
     including  but  not  limited  to,  any  and  all
     claims  for  business  interruption  and  stop
     loss;

xii. Any  of  the  Purchase  Price  being  transferred
     hereunder;

xiii.All  rights, title and interest in the proprietary
     software  known  as  "Vertex";

xiv. Any  furniture,  fixtures or other assets which
     are  not  specifically  being  purchased  by
     Pomeroy  or  PSIS  pursuant  to  Sections
     1.2  or  1.3;

xv.  Analysts  Inc.  Service  Agreement;

xvi. Seller's  pre-paid  expenses  and deferred income taxes; and

xvii."Other  Assets" as shown on the balance sheet of the Seller as of
     December  31,  2000.


                                        2
<PAGE>
                                    EXHIBIT D

                             REAL PROPERTY LOCATIONS

                             1661  E.  Camelback,  Suite  245
                             Phoenix,  Arizona  85016
                             1626  W.  Sam  Houston  Parkway  N.
                             Houston,  Texas  77043
                             175  Hansen  Court,  Suite  109
                             Wood  Dale,  Illinois  60191
                             185  Hansen  Court,  Suite 120
                             Wood  Dale,  Illinois  60191
                             441  S.  State  Road  7  #1
                             Pompano  Beach,  Florida  33068
                             1020  Discovery  Road,  Suite  170
                             St.  Paul,  Minnesota  55121
                             7600  Capital  of  Texas  Highway
                             Austin,  Texas  78731
                             13750  San  Pedro,  Suite  600
                             San  Antonio,  Texas  78232
                             8130  Boone  Blvd,  Suite  350
                             Vienna,  Virginia  22182


                                        1
<PAGE>
                                    EXHIBIT E

                          LIST OF CERTAIN TRANSACTIONS

The  acquisition  by  the  Sellers  of  the  following:

          Leveraged  Solutions,  Inc.

          Solsource  Computers,  Inc.

          H.V.  Jones,  Inc.

          Open  System  Technologies,  Inc.

          Open  Business  Systems,  Inc.

          Electronic  Commerce  Network  Solutions  Corporation

          IntraNet  Solutions,  Inc.

          PR  Acquisition  Corp.

          Pacific  Rim  Entertainment,  Inc.

          Osage  Computer  Group,  Inc.


                                        2
<PAGE>
                                    EXHIBIT F

                          ALLOCATION OF PURCHASE PRICE


     Asset                                   Purchase  Price
     -----                                   ---------------

Vendor  Receivable                         Net Book Value as of the Closing Date
                                           as  shown  on  books  of  Sun
                                           Microsystems  Corporation

Committed  Inventory                       Net Book Value as of the Closing Date


Equipment, Furniture and Fixtures          Net Book Value as of the
                                           Closing  Date


Leasehold  Improvements                    Net Book Value as of the Closing
                                           Date


Other  Assets                              Net Book Value as of the Closing Date


Good  Will                                 Remainder  of  Purchase  Price


                                        1
<PAGE>
                                    EXHIBIT G

                             FORM OF PROMISSORY NOTE


$250,000.00     Cincinnati,  Ohio
(to be adjusted as hereinafter set forth)      February _____, 2001


1.     FOR  VALUE  RECEIVED,  POMEROY  COMPUTER  RESOURCES,  INC.,  a  Delaware
corporation  (hereinafter,  together  with  its successors in title and assigns,
called the "Borrower") does hereby absolutely and unconditionally promise to pay
to  the  order of  OSAGE SYSTEMS GROUP, INC., a Delaware corporation ("Lender"),
the  sum of Two Hundred Fifty Thousand Dollars ($250,000.00) (as may be adjusted
in  the manner hereinafter set forth), together with interest on the outstanding
principal  balance  from  the  date  hereof,  at  the  rate  specified  below.

2.     The  initial face amount of this note, Two Hundred Fifty Thousand Dollars
($250,000.00),  shall  be  adjusted  by any amounts that Borrower, or its wholly
owned subsidiary, Pomeroy Select Integration Solutions, Inc., may be required to
pay pursuant to the provisions of Sections 1.6, 2.2 or 2.3 of the Asset Purchase
Agreement.  In  addition,  the  face  amount  of  such  note shall be reduced by
Fifteen  Thousand  Dollars  ($15,000.00)  (but  not  below zero) for each of the
executive  and  upper  management employees of Lender designated on a list to be
countersigned by Pomeroy, PSIS and the Lender, (the "Management List") and shall
be  reduced  by  Seven  Thousand Five Hundred Dollars ($7,500.00) (but not below
zero)  for  each  of  the  other employees of Lender, designated on a list to be
countersigned  by  Pomeroy,  PSIS  and  the Lender (the "Non-Management Employee
List"),  who  were  hired  by  Borrower  upon  the closing of the Asset Purchase
Agreement,  if  he  or  she shall leave the employment of Borrower or its wholly
owned subsidiary, Pomeroy Select Integration Solutions, Inc. within  ninety (90)
days  of the  Closing Date.  Provided said offset shall not be applicable for an
employee in the event the employment of such individual is terminated because of
the  death  or disability of said individual during said ninety (90) day period,
or  in  the  event that the employment of said individual's should be terminated
prior  to  the  expiration  of  such  ninety (90) day period without cause.  The
Management  List and the Non-Management Employee List shall be kept confidential
except  to  the extent that an order of the Bankruptcy Court or other applicable
law  requires  disclosure  thereof.

3.     Interest shall accrue at the prime rate of Chase Manhattan Bank as of the
date  of  Closing.  Interest on the unpaid principal balance of the Note and the
entire principal balance shall be due and payable ninety (90) days from Closing.

4.     All  payments  received  hereunder shall be applied first to interest and
then  to  principal.

5.     Upon  the  occurrence of an Event of Default, the entire principal amount
outstanding  under this Note, and accrued interest thereon, shall at once become
due  and  payable,  at  the  option  of the Lender and the Lender shall have the


                                        1
<PAGE>
remedies  set  forth in the Asset Purchase Documents.  During the continuance of
any  Event  of  Default,  all  principal  evidenced  by  this  Note (whether for
principal  or  otherwise) shall (to the extent permitted by applicable law) bear
interest  at  the  annual  rate  of  twelve  percent (12%).  The unpaid interest
accrued  during  the  continuation  of  any Event of Default on the indebtedness
evidenced  by  this Note (whether for principal or otherwise) in accordance with
the  foregoing  terms  of  this paragraph shall become and be absolutely due and
payable  by  the  Borrower  to the Lender hereof on demand by the Lender of this
Note  at  any  time.  Interest  will  continue  to  accrue  on  all indebtedness
evidenced  hereby  until  the  Event  of  Default  shall  be  cured or otherwise
remedied.

6.     This  Note  is issued pursuant and subject to the terms and conditions of
the  Asset Purchase Agreement.  This Note is subject to all terms and conditions
set  forth in the Asset Purchase Documents, including, but not limited to, terms
of  default  and  rights  of  acceleration,  if any.  Any holder of this Note is
subject  to  all  claims  and  defenses  which the Borrower could pursue against
Lender  under  the  Asset  Purchase  Agreement.

7.     When this Note becomes due, by acceleration or otherwise, the Lender may,
at  its option, demand, sue for, collect or make any compromise or settlement it
deems  desirable  with  reference  to  property  held  as security herefor.  The
failure  to  exercise any option, to declare the maturity hereof, or to exercise
any other rights under any of the covenants or conditions contained in the Asset
Purchase  Documents  shall not be taken or deemed to be a waiver of the right to
exercise  such option or to declare such maturity after any subsequent violation
of  any such covenants or conditions.  All remedies provided for herein upon any
default  by  the  Borrower  shall  be  cumulative  and  not  exclusive.

8.     Notwithstanding  the  above,  pursuant  to  the Asset Purchase Agreement,
Lender  made  certain representations, warranties, covenants and agreements with
and  to  the  Borrower.  Lender  agrees  that  if  the  Borrower  is entitled to
indemnification  from the Lender under the Asset Purchase Agreement or any other
of  the  Asset  Purchase  Documents, the amount of such indemnification due from
Lender  may  be set off against the amounts payable hereunder if permitted under
the  Asset  Purchase  Agreement,  being  first  applied  to  interest  and  the
withholding  all  or any part of payment due hereunder as a result of such a set
off  shall  not be considered an Event of Default hereunder.  Lender agrees that
the  amount  to  which the Borrower may be entitled to recover from Lender shall
not  be  limited by either the amount paid or due to be paid to Lender hereunder
or  by  the  terms  of this Note but shall be governed by the terms of the Asset
Purchase  Documents.

9.     The provisions of this Note and the obligations of the Borrower hereunder
shall  in  all  respects  be  governed  by  and  interpreted  and  determined in
accordance  with  the  internal  laws  of  the  State  of  Delaware.

10.     The  Borrower  hereby  unconditionally  and irrevocably waives notice of
acceptance,  presentment,  notice  of  nonpayment  (except  as provided herein),
protest,  notice  of  protest,  suit  and  all  other  conditions  precedent  in
connection  with the delivery, acceptance, collection and/or enforcement of this
Note.


<PAGE>
11.     Should  all  or any part of the indebtedness represented by this Note be
collected  by action in law, or in bankruptcy, insolvency, receivership or other
court  proceedings,  or should this Note be placed in the hands of attorneys for
collection  after  the  occurrence  of  an Event of Default, the Borrower hereby
promises  to pay to the Lender of this Note, upon demand by the Lender hereof at
any  time, in addition to principal and all (if any) other amounts payable on or
in  respect  of  this Note or the indebtedness evidenced hereby, all court costs
and  reasonable  attorneys' fees and all other reasonable collection charges and
expenses  incurred  or  sustained  by  the  Lender  of  this  Note.

12.     If for any circumstances whatsoever, the fulfillment of any provision of
this  Note  involves  transcending  the  limit  of  validity  prescribed  by any
applicable  usury statute or any other applicable law with regard to obligations
of  like  character  and  amount,  then  the  obligation to be fulfilled will be
reduced  to  the  limit  of such validity as provided in such statute of law, so
that  in  no event shall any exaction of interest be possible under this Note in
excess  of  the limit of such validity.  In no event shall the Borrower be bound
to  pay  interest  of  more  than  the  legal  limit for the use, forbearance or
detention  of money, and the right to demand any such excess is hereby expressly
waived  by  the  Lender.

13.     No delay or omission of the holder of this Note to exercise any right or
power  arising  from  any  default  shall  impair  any such right or power or be
considered  to  be a waiver of any such default or any acquiescence therein, nor
shall  the  action or non-action of the holder in case of default on the part of
the  Borrower  impair  any  right  or  power  resulting  therefrom.

14.     As  used  herein, the following terms shall have the following meanings,
respectively:

     (a)     "Asset  Purchase  Agreement"  - The Asset Purchase Agreement by and
between  the  Borrower  and  the  Lender  dated  February  _____,  2001.

     (b)     "Asset  Purchase  Documents" - The Asset Purchase Agreement and all
Exhibits  thereto  (except  for any employment agreements and all noncompetition
agreements, other than the one provided by Lender) by and between the parties to
the  Asset  Purchase  Agreement.

     (c)     "Event  of  Default"  -

          (i)     The  failure  of  Borrower to make any payment of principal or
interest  due  under  this  Note  for a period of ten (10) days after receipt of
written  notice  from  the  Lender to the Borrower that such installment has not
been  paid.

WITNESSES:                              BORROWER

                                        Pomeroy  Computer  Resources,  Inc.
_____________________________

                                      By:  _____________________________
_____________________________         Its:  ____________________________


<PAGE>
                                    EXHIBIT H

                    FORM OF POMEROY NON-COMPETITION AGREEMENT


THIS AGREEMENT made and entered into this _____ day of _______________, 2001, by
and  between  OSAGE  SYSTEMS  GROUP,  INC.,  a Delaware corporation (hereinafter
referred  to  as  "Seller")  and  POMEROY  COMPUTER  RESOURCES, INC., a Delaware
corporation  (hereinafter  referred  to  as  "Purchaser").

WHEREAS,  Seller,  through  its operating subsidiaries, markets a broad range of
integrated  information technology products and professional consulting services
throughout  the  United  States;  and

WHEREAS,  simultaneously  with  the  execution  of  this  Agreement,  Seller and
Purchaser  have  entered  into  an  Asset  Purchase  Agreement  ("Asset Purchase
Agreement")  whereby  Seller  has  sold  to  Purchaser  certain assets of Seller
relating  to  the  selling  of  integrated  information technology products; and

WHEREAS,  the Purchaser would not have entered into the Asset Purchase Agreement
with  Seller  without  the  consent of Seller to enter into this Covenant Not to
Compete  Agreement;  and

WHEREAS,  pursuant  to Section 4 of said Asset Purchase Agreement, Seller agreed
to  enter  into  this  Agreement.

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

1.   In  consideration of the payments to be made by Purchaser to Seller for its
     assets,  Seller  covenants  and  agrees that for a period equal to five (5)
     years from the closing of the Asset Purchase Agreement of even date, Seller
     will  not,  or  with  any  other person, corporation or entity, directly or
     indirectly, by stock or other ownership, investment, management, employment
     or  otherwise,  or  in  any  relation-ship  whatsoever:

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

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

     (c)  Engage in the Business of Purchaser in any state in which Purchaser or
          its  subsidiaries transact business during the term of this Agreement.


                                        1
<PAGE>
          A list of the states in which Purchaser and its subsidiaries currently
          transact  business  is  attached  hereto  as  Exhibit  A;  or

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

     (e)  In  addition,  nothing  in  this  Agreement shall prohibit Seller from
          engaging  in  any activities incident to the collection of any and all
          of  its vendor and accounts receivables being retained by it, from the
          selling  of  any  inventory  or other assets being retained by it, nor
          from  the sale or other disposition of any other assets being retained
          by  it  or  any  of  its  subsidiaries.

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

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

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

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

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

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


                                        2
<PAGE>
     in  what  manner  this  agreement  may  be  terminated,  said covenants and
     restrictions  shall  be  operative  during  the  full  period  or  periods
     hereinbefore  mentioned  and  throughout  the  area hereinbefore described.

     The  parties  acknowledge that this Agreement, which Agreement is ancillary
     to  the  main thrust of the Asset Purchase Agreement, is being entered into
     to  protect  the legitimate business interests of Purchaser, including, but
     not  limited  to, (i) trade secrets; (ii) valuable confidential business or
     professional  information that otherwise does not qualify as trade secrets;
     (iii)  substantial  relationships  with  specific  prospective  or existing
     customers  or clients; (iv) client or customer good will associated with an
     on-going  business  by  way  of  trade  name, trademark, or service mark, a
     specific  geographic  location,  or a specific marketing or trade area; and
     (v)  extraordinary or specialized training. In the event that any provision
     or  portion  of  Paragraph  1  shall  for  any  reason  be  held invalid or
     unenforceable,  it is agreed that the same shall not affect the validity or
     enforceability of any other provision of Paragraph 1 of this Agreement, but
     the  remaining  pro-visions of Paragraph 1 of this Agreement shall continue
     in force and effect; and that if such invalidity or unenforceability is due
     to  the  reasonableness  of the line of business, time or geographical area
     covered  by  certain  covenants  and restrictions contained in Paragraph 1,
     said  covenants  and  restrictions shall nevertheless be effective for such
     line of business, period of time and for such area as may be deter-mined by
     arbitration  or  by  a  Court  of  competent jurisdiction to be reasonable.

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

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

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

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

                                    SELLER:
                                    ------

                                    OSAGE  SYSTEMS  GROUP,  INC.



                                    By: _____________________________________


                                        3
<PAGE>
                                    EXHIBIT I

FORM  OF  PSIS  NON-COMPETITION  AGREEMENT
THIS AGREEMENT made and entered into this _____ day of _______________, 2001, by
and  between  OSAGE  SYSTEMS  GROUP,  INC.,  a Delaware corporation (hereinafter
referred  to  as  "Seller")  and  POMEROY  SELECT INTEGRATION SOLUTIONS, INC., a
Delaware  corporation  (hereinafter  referred  to  as  "Purchaser").

WHEREAS,  Seller,  through  its operating subsidiaries, markets a broad range of
integrated  information technology products and professional consulting services
throughout  the  United  States;  and

WHEREAS,  simultaneously  with  the  execution  of  this  Agreement,  Seller and
Purchaser  have  entered  into  an  Asset  Purchase  Agreement  ("Asset Purchase
Agreement")  whereby  Seller  has  sold  to  Purchaser  certain assets of Seller
relating  to  the  selling  of  integrated  information technology products; and

WHEREAS,  the Purchaser would not have entered into the Asset Purchase Agreement
with  Seller  without  the  consent of Seller to enter into this Covenant Not to
Compete  Agreement;  and

WHEREAS,  pursuant  to Section 4 of said Asset Purchase Agreement, Seller agreed
to  enter  into  this  Agreement.

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

1.   In  consideration of the payments to be made by Purchaser to Seller for its
     assets,  Seller  covenants  and  agrees that for a period equal to five (5)
     years from the closing of the Asset Purchase Agreement of even date, Seller
     will  not,  or  with  any  other person, corporation or entity, directly or
     indirectly, by stock or other ownership, investment, management, employment
     or  otherwise,  or  in  any  relation-ship  whatsoever:

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

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

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


                                        1
<PAGE>
     (d)  Knowingly  employ  or  engage,  or attempt to employ or engage, in any
          capacity,  any  person in the employ of the Purchaser or any affiliate
          or  subsidiary.

     (e)  In  addition,  nothing  in  this  Agreement shall prohibit Seller from
          engaging  in  any activities incident to the collection of any and all
          of  its vendor and accounts receivables being retained by it, from the
          selling  of  any  inventory  or other assets being retained by it, nor
          from  the sale or other disposition of any other assets being retained
          by  it  or  any  of  its  subsidiaries.

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

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

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

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

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

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


                                        2
<PAGE>
     The  parties  acknowledge that this Agreement, which Agreement is ancillary
     to  the  main thrust of the Asset Purchase Agreement, is being entered into
     to  protect  the legitimate business interests of Purchaser, including, but
     not  limited  to, (i) trade secrets; (ii) valuable confidential business or
     professional  information that otherwise does not qualify as trade secrets;
     (iii)  substantial  relationships  with  specific  prospective  or existing
     customers  or clients; (iv) client or customer good will associated with an
     on-going  business  by  way  of  trade  name, trademark, or service mark, a
     specific  geographic  location,  or a specific marketing or trade area; and
     (v)  extraordinary or specialized training. In the event that any provision
     or  portion  of  Paragraph  1  shall  for  any  reason  be  held invalid or
     unenforceable,  it is agreed that the same shall not affect the validity or
     enforceability of any other provision of Paragraph 1 of this Agreement, but
     the  remaining  pro-visions of Paragraph 1 of this Agreement shall continue
     in force and effect; and that if such invalidity or unenforceability is due
     to  the  reasonableness  of the line of business, time or geographical area
     covered  by  certain  covenants  and restrictions contained in Paragraph 1,
     said  covenants  and  restrictions shall nevertheless be effective for such
     line of business, period of time and for such area as may be deter-mined by
     arbitration  or  by  a  Court  of  competent jurisdiction to be reasonable.

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

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

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

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

                                    SELLER:

                                    OSAGE  SYSTEMS  GROUP,  INC.



                                    By: _____________________________________


                                        3
<PAGE>