FIRST AMENDMENT TO
                            ASSET PURCHASE AGREEMENT


This  FIRST  AMENDMENT  TO  ASSET  PURCHASE  AGREEMENT  is made this 28th 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. ("PSIS")
(Pomeroy  and PSIS also referred to individually as "Purchaser" and collectively
as  "Purchasers").

WHEREAS,  Sellers  and  Purchasers  entered  into  an  Asset  Purchase Agreement
("Agreement")  dated  the  9th  day  of  February,  2001;

WHEREAS,  pursuant  to  the provisions of Section 13.8, the parties reserved the
right  to  amend  or  modify  this Agreement in a writing signed by the parties;

WHEREAS,  it is the desire of the Sellers and Purchasers to enter into this Fist
Amendment to Asset Purchase Agreement ("Amendment") to modify certain provisions
of  the  Agreement.

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.   The  references  to  "on  or  before  the  fourteenth  (14th) day after the
     commencement  of  the  Bankruptcy Case" contained in Sections 8.2, 8.3, 8.4
     and  8.5  of  the  Agreement  are  deleted  in  their entirety, and in lieu
     thereof,  the  language  "on  or  before March 28, 2001" shall be inserted.

2.   Section  8  of  the  Agreement  is  amended  by inserting, after the end of
     Section  8.12,  the  following  Section  8.13:


<PAGE>
     8.13 The  Bankruptcy Court shall have entered an order authorizing the sale
          of  the  Purchased Assets to Pomeroy/PSIS pursuant to the Agreement on
          or  before  April  14,  2001.

Except  as  amended  by  this  First  Amendment to Asset Purchase Agreement, the
parties  ratify  and  affirm  the  terms  of  the Asset Purchase Agreement dated
February  9th,  2001.


IN  WITNESS WHEREOF, the parties have entered into this FIRST AMENDMENT TO ASSET
PURCHASE  AGREEMENT  as  of  the  day  and  year  first  above  written.

                                   POMEROY  COMPUTER  RESOURCES,  INC.


                                   By:
                                      ----------------------------------
                                      Stephen  E.  Pomeroy
                                      Chief  Financial  Officer


                                   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


<PAGE>
                                   OSAGE  COMPUTER  GROUP,  INC.


                                   By:
                                      ----------------------------------
                                      Phil  Carter
                                      Chairman  and  Chief  Executive  Officer



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<PAGE>
                                   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


                                   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



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