SECOND AMENDMENT TO
                            ASSET PURCHASE AGREEMENT


This  SECOND  AMENDMENT  TO  ASSET  PURCHASE  AGREEMENT  is made this 6th day of
April,  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 dated
the  9th  day  of  February,  2001;

WHEREAS, Sellers and Purchasers entered into a First Amendment to Asset Purchase
Agreement dated the 28th day of February, 2001 (the Asset Purchase Agreement and
First  Amendment  are  collectively  referred  to  as  "Agreement");

WHEREAS,  Purchasers  forwarded  to Sellers a termination notice dated March 26,
2001,  incident  to which the Purchasers terminated the Agreement because of the
failure  of  certain  conditions  precedent  to  be  satisfied;

WHEREAS,  it  is  Purchasers'  desire  to  rescind  their  termination  notice
terminating  the  Agreement,  but  only upon the condition that the Agreement is
amended  accordingly;

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
Second  Amendment  to Asset Purchase Agreement ("Second Amendment") to reinstate
the  Agreement  and  to  modify  certain  of  its  provisions.

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:


<PAGE>
1.   The  termination  notice  forwarded  by  Purchasers to Sellers on March 26,
     2001,  is  hereby  rescinded.

2.   Section 3.1 of the Agreement is hereby deleted in its entirety, and in lieu
     thereof,  the  following  Section  3.1  shall  be  inserted:

     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 greater of One Million Dollars ($1,000,000.00) or
          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; and

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

          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 transaction 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.   Section 3.2 of the Agreement is hereby deleted in its entirety, and in lieu
     thereof,  the  following  Section  3.2  shall  be  inserted:

     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 in cash by wire transfer and immediately available
          funds  on  the  Closing  Date.


<PAGE>
4.   The  conditions precedents to the Agreement contained in Sections 8.1, 8.2,
     8.3,  8.4, 8.5, 8.9 and 8.12 shall be deemed satisfied or waived by Pomeroy
     and  PSIS.  The  condition precedent requiring the Bankruptcy Court to have
     entered  an  order  authorizing  the  sale  of  the  Purchased  Assets  to
     Pomeroy/PSIS  pursuant  to the Agreement on or before April 14, 2001, shall
     remain  in  full  force  and  effect.

5.   Section  8  of  the Agreement is amended by inserting at the end of Section
     8.12,  the  following  Sections  8.13  and  8.14:

     8.13 Each  Seller  shall have delivered to Pomeroy and PSIS, as applicable,
          at  or before the Closing, the following documents, all of which shall
          be in form and substance reasonably 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 Assistant Secretary of each Seller, authorizing the
               execution,  delivery  and  performance  of this Agreement and the
               consummation of the transaction 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.

     8.14 The  Bankruptcy Court shall have entered into an order authorizing the
          sale of the Purchased Assets to Pomeroy/PSIS pursuant to the Agreement
          (the  "Sale  Order")  on  or  before  April  14,  2001.

6.   Section  9.4(b) is deleted in its entirety, and Sections 9.4(c) and (d) are
     renumbered  9.4(b)  and  (c),  respectively.

7.   The  offset  rights  contained in Sections 1.6(a), 2.2 and 2.3 (against the
     amount  due  under  the  Promissory  Note)  shall be deleted because of the
     elimination  of  the  Promissory Note formerly contained in Section 3.2(a).

8.   Section 12.1 is deleted in its entirety, and in lieu thereof, the following
     Section  12.1  shall  be  inserted:


                                        4
<PAGE>
     12.1 Closing  of  the  sale  and purchase of the Purchased Assets No. 1 and
          Purchased Assets No. 2 (the "Closing") shall take place at the offices
          of  Pomeroy's and PSIS's counsel, Lindhorst & Dreidame Co., LPA, on or
          before  the  third  Business Day following the entry of the Sale Order
          (described  in Section 8.14), 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").

Except  as  amended  by this Second Amendment, the parties ratify,  reaffirm and
reinstate  the  terms of the Asset Purchase Agreement dated February 9, 2001, as
amended  by  the  First Amendment to Asset Purchase Agreement dated February 28,
2001.

IN WITNESS WHEREOF, the parties have entered into this SECOND AMENDMENT TO 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


                                        5
<PAGE>
                                   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


                                   OPEN  BUSINESS  SYSTEMS,  INC.


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


                                        6
<PAGE>
                                   OSAGE  SYSTEMS  GROUP  MINNESOTA,
                                   INC.


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


                                   OSAGE  iXi,  INC.


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


                                        7
<PAGE>