POMEROY COMPUTER RESOURCES, INC.

                                EMPLOYMENT AGREEMENT


               THIS AGREEMENT is made effective as of the 6th day of  July,
          1997, by and between POMEROY COMPUTER RESOURCES, INC., a Delaware
          corporation ("Company"), and VIC EILAU ("Employee").

                                             W I T N E S S E T H:

               WHEREAS,  the  parties  desire  to  provide  for  Employee's
          employment by the  Company and its  subsidiary, Pomeroy  Computer
          Leasing Company, Inc.  and to provide  him compensation  incident
          thereto;

               NOW, THEREFORE, in  consideration of  the foregoing  premise
          and the mutual  covenants herein  set forth,  the parties  hereby
          covenant and agree as follows:

               1.   Employment.    The  Company   agrees  to   employ   the
          Employee, and the Employee agrees to be employed by the  Company,
          upon the following terms and conditions.

               2.   Term.     The initial  term  of  Employee's  employment
          pursuant to this Agreement  shall begin on the  6th day of  July,
          1997, and shall continue for a period of three (3) years, to July
          5, 2000 unless terminated earlier  pursuant to the provisions  of
          Section 11,  provided  that  Sections 9,  10,  11(b),  11(c),  if
          applicable, 12,  if  applicable,  and 13,  if  applicable,  shall
          survive the termination  of such employment  and shall expire  in
          accordance with the terms set forth therein.

               3.   Renewal Term.  The term of Employee's employment  shall
          automatically renew for additional  consecutive renewal terms  of
          one (1) year unless either party gives written notice of  his/its
          intent not to renew the terms  of the Agreement thirty (30)  days
          prior to the expiration  of the then  expiring term.   Employee's
          base salary  for each  renewal term  shall be  determined by  the
          Board of Directors of Company or by the Compensation Committee of
          the Board  of Directors,  if any,  provided, however,  Employee's
          annual base salary for  any renewal term shall  not be less  than
          Employee's base annual salary for the previous year.

               4.    Duties.   Employee shall  serve  as  President  of  the
          Company's  wholly-owned  subsidiary,  Pomeroy  Computer   Leasing
          Company, Inc., a Kentucky corporation (``Leasing Company''
                                                                    ), upon
          execution  hereof  and  appropriate   action  by  the  Board   of
          Directors.  Employee shall be responsible to and report  directly
          to the  Chief  Executive Officer  of  the Company.    The  duties
          assigned  to  Employee  shall  not  be  inconsistent  with  those
          typically  assigned  to  the  president  of  a  corporation,  and 
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          Employee shall  at  all  times have  such  executive  powers  and
          authorities as  shall reasonably  be required  to discharge  such
          duties in an efficient manner, together with such facilities  and
          services as  are appropriate  to his  position.   Employee  shall
          devote his best  efforts and  substantially all his  time during
          normal  business  hours  to  the  diligent,  faithful  and  loyal
          discharge of the duties of his employment and towards the proper,
          efficient and  successful  conduct  of the  Company's  affairs.  
          Employee further  agrees  to  refrain during  the  term  of  this
          Agreement from  making  any  sales  and/or  leases  of  competing
          services or  products  or  from profiting  from  any  transaction
          involving computer services or  products for his account  without
          the express written consent of Company.

               5.   Compensation.  For  all   services  rendered   by   the
          Employee under this Agreement (in  addition to other monetary  or
          other benefits referred to herein), compensation shall be paid to
          Employee as follows:

                    (a)  _____________                          Signing Bonus.

                         On July  6,  1997,  the  effective  date  of  this
          Agreement, Company shall pay Employee  the sum of Fifty  Thousand
          Dollars ($50,000.00) as a signing bonus.  In addition, on January
          6, 1998, Company  shall pay Employee  the sum  of Fifty  Thousand
          Dollars ($50,000.00)  as a  signing bonus.    In the  event  that
          Employee terminates  employment with  the  Company prior  to  the
          expiration of the first  year of the  initial three-year term  of
          this Agreement (other than because of the death or disability  of
          Employee or the termination of Employee by Company without  cause
          pursuant to paragraph 11(a)(v) or the termination by Employee for
          Good Reason  pursuant to  paragraph 11(a)(vi)).   Employee  shall
          repay Company  an amount  to be  determined by  multiplying  said
          signing bonus  received by  a fraction,  the numerator  of  which
          shall be the number of days that Employee was employed by Company
          during the first year  of the initial term  of the Agreement  and
          the denominator which shall be 365. 

                         For example, if Employee terminated his employment
          at the expiration  of nine  months of  the initial  term of  this
          Agreement, Employee  would repay  Company the  sum of  $25,000.00
          ($100,000.00 X 274 , 365 = $75,000.00.  $100,000.00 - $75,000.00
          = $25,000.00). 

                         In the event that Employee would fail to reimburse
          Company for any amount due hereunder, Employee grants Company the
          right to  offset  Employee's obligations  hereunder  against  any
          other amounts that may, if any,  be owed to Employee pursuant  to
          the terms of this Agreement. 
                    (b)  ___________
                         Base Salary:

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                         (i)  During  the  period  July  6,  1997   through
          January 5, 1998, Employee shall be  paid the sum of Ten  Thousand
          Four Hundred Dollars ($10,400.00) per pay period (12 pay periods)
          paid semi-monthly. 

                         (ii) During the  period  January 6,  1998  through
          January 5, 1999, Employee shall be paid an annual base salary  of
          Two Hundred Ninety-Five  Thousand Dollars ($295,000.00),  payable
          in 24 equal semi-monthly installments.

                         (iii)     During  the  period   January  6,   1999
          through January 5, 2000,  Employee shall be  paid an annual  base
          salary of  Three Hundred  Fifty Thousand  Dollars  ($350,000.00),
          payable in 24 equal semi-monthly installments.

                         (iv)      During  the  period   January  6,   2000
          through July 5, 2000, Employee shall be paid the sum of  Fourteen
          Thousand Five Hundred  Eighty-Three Dollars  (14,583.00) per  pay
          period (12 pay periods) paid semi-monthly. 

         Award of Stock Options                    
            (c)                        :  On July 6, 1997, Employee
          shall be awarded (pursuant to an Award Agreement, a copy of which
          is attached  hereto as  Exhibit A)  the right  to acquire  10,000
          shares of the common stock, .01 par value, of the Company subject
          to any conditions  contained in the  Pomeroy Computer  Resources,
          Inc. Non-Qualified  and Incentive  Stock  Option Plan  and  Award
          Agreement.  Such award of the stock options to acquire the common
          stock of the Company  shall be at the  fair market value of  such
          common stock  as  of the  applicable  date.   On  July  6,  1998,
          Employee (provided he is employed by Company at such time)  shall
          be awarded  the right  to acquire  10,000  shares of  the  common
          stock, .01 par value,  of the Company  subject to any  conditions
          contained in the Pomeroy  Computer Resources, Inc.  Non-Qualified
          and Incentive  Stock Option  Plan and  Award Agreement,  attached
          hereto as Exhibit A.  Such award of the stock options to  acquire
          the common stock of Company shall be at the fair market value  of
          such common stock  as of the  applicable date.   For purposes  of
          this Agreement, the fair market value  as of the applicable  date
          shall mean with respect to the common shares, the average between
          the high and low bid and ask prices for such shares on the  over-
          the-counter market on the last business day prior to the date  on
          which the value is to be  determined (or the next preceding  date
          on which sales occurred if there were no sales on such date). 

         Annual     Bonus      Based      on      Company's
         Performance/Incentive Deferred  Compensation.   In  addition  to
          Employee's base  salary as  set forth  in Section  5(b), for  the
          periods beginning January 6, 1998 and ending January 5, 1999  and
          January 6, 1999  and ending January  5, 2000,  Employee shall  be
          entitled to incentive  deferred compensation and  a stock  option
 
                                     E-172
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          award (for the 1/6/99  - 1/5/2000 period)  in the event  Employee
          satisfies certain economic criteria  pertaining to the  Company's
          performance during such year, as follows:

                          _________________________________ 
                          January 6, 1998 - January 5, 1999


                         (i)  Gross   sales   of   Company   greater   than
          $470,000,000.00 but less  than or equal  to $520,000,000.00  with
          NPBT greater than 6% equals $50,000.00 bonus; or

                         (ii) Gross   sales   of   Company   greater   than
          $520,000,000.00 with  NPBT  greater than  6%  equals  $100,000.00
          bonus. 

                          _________________________________
                           January 6, 1999 - January 5, 2000


                         (i)  Gross   sales   of   Company   greater   than
          $600,000,000.00 but less  than or equal  to $650,000,000.00  with
          NPBT  greater  than  6%  equals  $100,000.00  bonus  plus  10,000
          incentive stock options; or

                         (ii) Gross   sales   of   Company   greater   than
          $650,000,000.00 with  NPBT  greater than  6%  equals  $150,000.00
          bonus plus 10,000 incentive stock options. 

                              Any award  of an  incentive stock  option  to
          acquire common stock of the Company  hereunder shall be the  fair
          market value of such  common stock as of  the applicable date  as
          such term is defined in Section 5(c) above. 

                    (e)  For purposes  of this  Section, the  term  ``gross
          sales   shall mean the gross sales of equipment and  software and
           services  by   Company  during   the  applicable   period  on   a
          consolidated basis.  In  making said gross sales  determinations,
          all gains and losses realized on the sale or other disposition of
          Company's assets not in the ordinary  course shall be excluded.  
          Such gross sales and net pre-tax  profit margin of Company  shall
          be based on  the audited  financial statements  contained in  the
          Company's annual report or form 10-k  and shall be determined  by
          the independent accountant regularly  retained by the Company  in
          accordance with generally accepted accounting principles and  the
          other factors  set  forth herein  and  the determination  by  the
          accountant shall  be  final,  binding  and  conclusive  upon  all
          parties hereto.  One hundred percent (100%) of any amount  earned
          under Section  5(d)  above  will  constitute  incentive  deferred
          compensation which will be payable  to Employee according to  the
          terms of the Incentive  Deferred Compensation Agreement  attached
          hereto as Exhibit B.   Any incentive deferred compensation  shall
          be fully vested over a five  year period, vesting twenty  percent
          (20%) per year from the effective date of this Agreement. 


                                     E-173
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                    (f)  The parties agree that in January, 2000, they will
          negotiate in  good  faith  the  implementation  of  an  incentive
          deferred compensation plan  and stock option  award for  Employee
          for the  final  six   months  of  this Agreement  which  will  be
          predicated upon the  attainment of  Company's goals,  projections
          and budgets established  at the outset  of such  calendar year.  
          Such incentive deferred compensation plan and stock option awards
          for the last  six months of  this Agreement  shall be  consistent
          with Employee's prior plans. 

                    (g)  __________________________________________________ 
                         Annual   Bonus   based   on   Leasing    Company's

          __________________________________   
        Performance/Incentive Stock Option.  In  addition to  Employee's
          base salary  as set  forth in  Section  5(b), and  any  incentive
          deferred compensation that  Employee may  be entitled  to as  set
          forth in Section 5(d) above  based on the Company's  performance,
          for the periods beginning January 6,  1998 and ending January  5,
          1999 and January  6, 1999 and  ending January  5, 2000,  Employee
          shall be entitled to an annual  cash bonus in the event  Employee
          satisfies the  following  economic  criteria  pertaining  to  the
          Leasing Company's performance during such year, as follows: 

                          _________________________________
                           January 6, 1998 - January 5, 1999

                         (i)  NPBT  of   Leasing   Company   greater   than
          $1,500,000.00 but  less than  or  equal to  $2,000,000.00  equals
          $100,000.00 cash bonus;

                         (ii) NPBT  of  Leasing   Company  greater     than
          $2,000,000.00 equals $150,000.00 cash bonus. 

                          _________________________________
                           January 6, 1999 - January 5, 2000

                         (i)  NPBT  of   Leasing   Company   greater   than
          $3,000,000.00 but  less than  or  equal to  $4,000,000.00  equals
          $125,000.00 cash bonus;

                         (ii) NPBT  of   Leasing   Company   greater   than
          $4,000,000.00 equals $175,000.00 cash bonus. 

                         For purposes  of  this  Section,  the  term
          (h)  net  profits before  taxes  shall  mean the  net pre-tax
         profits  of  Leasing Company during the applicable period set forth
         above.  In
          making said net profits before taxes determination, all gains and
          losses realized  on  the sale  or  other disposition  of  Leasing
          Company's assets in  Leasing Company not  in the ordinary  course
          shall  be  excluded.    Employee's  base  compensation  shall  be
          deducted  in  determining  the  net  pre-tax  income  of  Leasing
          Company.  The annual net profits before taxes of Leasing  Company
          shall be based on the  audited financial statements contained  in
 
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          the Company's annual report or form 10-k and shall be  determined
          by the independent accountant  regularly retained by the  Company
          in accordance with generally  accepted accounting principles  and
          the other factors set forth herein  and the determination by  the
          accountant shall  be  final,  binding  and  conclusive  upon  all
          parties hereto.  Any amount due Employee hereunder shall be  paid
          within  thirty  (30)   days  after  the   determination  by   the
          accountant. 

                    (i)  The parties agree that in January, 2000, they will
           negotiate in good faith  the implementation of  a cash bonus  for
          Employee for the last six months of this Agreement which will  be
          predicated upon  the attainment  of  the Leasing  Company  goals,
          projections  and  budgets  established  at  the  outset  of  such
          calendar year and consistent with Employee's prior plans. 

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

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

                    (b)  Vacation - Employee shall be entitled each year to
          a vacation of three (3) weeks during which time his  compensation
          will be paid in full.   Provided, however, such weeks may not  be
          taken consecutively without the written consent of Company.

                    (c)  Retirement  Plan  -  Employee  shall  participate,
          after  meeting   eligibility  requirements,   in  any   qualified
          retirement plans and/or welfare  plans maintained by the  Company
          during the term of this Agreement. 

                    (d)  Automobile - Company  shall provide Employee  with
           an automobile allowance  for the applicable  periods and for  the
          respective amounts  set  forth  below during  the  term  of  this
          Agreement.    Company  shall  also  reimburse  Employee  for  all
          standard car insurance premiums paid during such term.   Employee
          shall be  responsible for  all maintenance  and repairs  to  such
          vehicle and for any deductible under such insurance coverage.

                         (i)  7/5/97 through  1/5/98  - $500.00  per  month
          auto allowance;

                         (ii) 1/6/98 through  1/5/99  - $650.00  per  month
          auto allowance;

                         (iii)     1/6/99 through  1/5/2000 -  $650.00  per
          month auto allowance;

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                         (iv) 1/6/2000 through 7/5/2000 - $750.00 per month
          auto allowance.

                    (e)   Other  Company  Programs.    Employee   shall  be
          eligible  to  participate   in  any  other   plans  or   programs
          implemented by the Company for all  of its employees with  duties
          and responsibilities similar to Employee. 

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

               7. Key Man Insurance.     Company  shall maintain on  the
          life of Employee,  provided he  is insurable  at standard  rates,
          key-man term insurance in the following respective amounts: 

                         (i)  1/6/98 through 1/5/99 - $500,000.00

                         (iii)     1/6/99 through 1/5/2000 - $1,000,000.00

                         (iv) 1/6/2000 through 7/5/2000 - $1,000,000.00

                    Company shall be the owner and sole beneficiary of such
          policy.  In the event that Employee is not insurable at  standard
          rates during the term of this  Agreement, but Company is able  to
          procure rated coverage, Company shall  have the right to  procure
          coverage for  a lower  amount of  insurance,  the cost  of  which
          equivalent to the standard term  rates of the respective  amounts
          set forth above.   In the event Employee  is not insurable,  then
          Company shall  not  be required  to  obtain any  key-person  life
          insurance upon Employee's life. 

               8. Expenses.   During the  term of  Employee's  employment
          hereunder,  Employee  shall   be  entitled   to  receive   prompt
          reimbursement for  all other  reasonable and  customary  expenses
          incurred  by  Employee  in   fulfilling  Employee's  duties   and
          responsibilities  hereunder,  provided  that  such  expenses  are
          incurred and accounted  for in accordance  with the policies  and
          procedures established by Company.

               9.  Non-Competition.   In  connection  with  the  diligent,
          faithful  and  loyal  discharge  of  the  duties  of   Employee's
          employment under this Agreement, Employee agrees that so long  as
          he is employed  by the Company  (whether or not  pursuant to  the
          provisions  of  this   Agreement)  he  will   not,  directly   or
          indirectly, be employed by, or otherwise give assistance to or be
          affiliated  with   (as  an   employee,  consultant,   independent
          contractor of any type, director or otherwise) any person,  firm,
          corporation or entity which is directly or indirectly engaged  in


                                     E-176
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          a competitive business with that carried on by the Company or any
          of its  subsidiaries.   Employee agrees  that so  long as  he  is
          employed by the  Company, he will  not own,  engage in,  conduct,
          manage, operate, participate in, be  employed by or be  connected
          in any manner whatsoever with any competitive business with  that
          carried on  by  Company or  any  of its  subsidiaries  or  become
          associated  with,  in  any  capacity,  or  solicit  or  sell  to,
          customers of the Company  or any its  subsidiaries or induce  any
          employee of the Company  or of any of  its subsidiaries to  leave
          its employ.

                    In addition,  as an  inducement for  and as  additional
          consideration for the Company  entering into this Agreement  (and
          by virtue of Employee's unique and sensitive position and special
          background,  and  in  recognition  that  the  employment  of  the
          Employee by  a competitor  of the  Company represents  a  serious
          competitive danger  to the  Company, and  the use  of  Employee's
          talent  and  knowledge  and   information  about  the   Company's
          business,  strategies  and  plans  can  and  would  constitute  a
          valuable competitive advantage over the Company), Employee agrees
          that for a period of one  (1) year commencing on the  termination
          of employment, he will not with any other person, corporation  or
          entity, directly  or indirectly,  by  stock or  other  ownership,
          investment,  employment,  or  otherwise,   or  in  any   relation
          whatsoever:

                    (1)  solicit,  divert  or  take  away  or  attempt   to
           solicit, divert or take  away any of  the business, customers  or
          patronage of the Company or of any of its subsidiaries;

                    (2)  attempt to  seek or  cause  any customers  of  the
           Company or  any  of its  subsidiaries  thereof, to  refrain  from
          continuing their patronage;

                    (3)  engage  in  any  competitive  business  with  that
           carried on by the Company or any of its subsidiaries on the  date
          of Employee's termination in  any state in  which Company or  its
          subsidiaries have an office. 

                    (4)  knowingly employ  or  attempt  to  employ  in  any
          capacity any  employee  or  agent  of  Company,  or  any  of  its
          subsidiaries;

                    (5)  be employed by, attempt  to seek employment  with,
          or act as  a consultant to,  a customer of  the Company for  whom
          Employee, at any time  during the six-month  period prior to  the
          termination of Employee's employment with Company, was  providing
          direct services on behalf of Company;

                    (6)  perform services for, either as an employee or  as
           a consultant, any of the companies  listed on Exhibit C which  is
          attached hereto and incorporated  herein by reference within  any
          of the states set forth in Section 9(3) above.
                                            

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               For purposes of this Section 9, a competitive business shall
          mean any person, corporation,  partnership or other legal  entity
          engaged,  directly   or  indirectly,   through  subsidiaries   or
          affiliates, in any of the following business activities:

                    (i)  distributing  of   computer  hardware,   software,
           peripheral devices, and related products and services;

                    (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)     the leasing of  computer hardware,  software,
          peripheral devices, and  any other  type of  equipment leased  by
          Leasing Company during Employee's employment;  and

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

               This one-year  non-competition provision  commencing on  the
          date  of  Employee's  termination  of  employment  shall  not  be
          applicable if the Employee is  terminated by the Company  without
          cause  pursuant  to  Section  11(a)(v),  or  Employee  terminates
          employment for Good Reason pursuant  to Section 11(a)(vi), or  if
          Company does not renew this Agreement after the expiration of the
          initial term of this  Agreement or any  renewal term.   Provided,
          however, such  twelve-month  non-competition provision  shall  be
          applicable in any of such instances  in the event Company  elects
          in writing to compensate Employee pursuant to Section 12 of  this
          Agreement.
               Employee has carefully read and has given careful considera-
          tion to all the terms and conditions of this Agreement and agrees
          that they are necessary for the reasonable and proper  protection
          of the Company's  business.  The  Employee acknowledges that  the
          Company has  entered into  this Agreement  because of  Employee's
          promise that he will abide by and  be bound by each of the  terms
          contained in Sections 9 and 10.  The Employee agrees that Company
          shall be entitled to injunctive relief to enforce these terms  in
          addition to all other legal remedies.  Employee acknowledges that
          each and every one of the  terms of this provision is  reasonable
          in all respects including  their subject matter, duration,  scope
          and the geographical area embraced herein and waives any and  all
          right  to  compensation  and/or  benefits  herein  mentioned   or
          referred to if Employee violates the provisions of Sections 9  or
          10.
                    Provided, however, that nothing in this Section 9 shall
          prohibit Employee  from  owning  or  purchasing  less  than  five
          percent (5%) of  the outstanding  common stock  of any  publicly-
          traded corporation. 
                                             
                                     E-178
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               10.  Non-Disclosure   and    Assignment   of    Confidential
           Information.  The Employee acknowledges that the Company's  trade
          secrets and confidential and proprietary information, including  
          without limitation:
          unpublished information concerning the Company's:
                     (a)

                         (i)  research activities and plans,
                              (ii) marketing or sales plans,
                             (iii) pricing or pricing strategies,
                             (iv)  operational techniques,
                              (v)  customer and supplier lists, and
                             (vi)  strategic plans;
                         unpublished   financial   information,   including
                     (b)
          unpublished information concerning  revenues, profits and  profit
          margins;

                    (c)  internal confidential manuals; and
                         any "material inside  information" as such  phrase
                     (d)
          is used for purposes of the  Securities Exchange Act of 1934,  as
          amended;

          all constitute valuable, special and unique proprietary and trade
          secret information of the Company.  In recognition of this  fact,
          the Employee agrees that the Employee will not disclose any  such
          trade secrets or confidential or proprietary information  (except
          (i)  information   which  becomes   publicly  available   without
          violation of this Employment Agreement, (ii) information of which
          the Employee did not  know and was disclosed  to the Employee  in
          violation of any other  person's confidentiality obligation,  and
          (iii)  disclosure  required  in  connection  with  any  legal  or
          regulatory process), nor shall the Employee make use of any  such
          information for the  benefit of  any person,  firm, operation  or
          other  entity  except  the   Company  and  its  subsidiaries   or
          affiliates.   The  Employee's  obligation to  keep  all  of  such
          information confidential  shall be  in effect  during and  for  a
          period of five (5) years after the termination of his employment;
          provided, however, that the  Employee will keep confidential  and
          will  not  disclose  any  trade  secret  or  similar  information
          protected under law as intangible  property (subject to the  same
          exceptions set forth  in the parenthetical  clause above) for  so
          long as such protection under law is extended. 

               11.  ___________                     Termination. 
                         The Employee's employment with the Company may  be
                     (a)
          terminated at any time as follows:


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                         (i)  By the Employee at his discretion, upon sixty
          (60) days written notice to Company;
                         (ii) By Employee's death;
                         (iii)     By   Employee's   physical   or   mental
          disability which renders  Employee unable to  perform his  duties
          hereunder.

                         (iv) By the Company, for  cause upon fifteen  (15)
          day's  written  notice  to  Employee.    For  purposes  of   this
          Agreement, the term "cause" shall mean termination upon:  (i) the
          continuous failure  by  Employee  to  substantially  perform  his
          duties with the  Company (other than  any such failure  resulting
          from his incapacity due to physical  or mental illness), after  a
          written demand for substantial performance is delivered to his by
          the Company, which demand  specifically identifies the manner  in
          which  the  Company  believes   that  he  has  not   continuously
          substantially performed his duties; (ii) the engaging by Employee
          in conduct which is demonstrably and materially injurious to  the
          Company, monetarily or  otherwise, including but  not limited  to
          any material misrepresentation related to the performance of  his
          duties; (iii) the  conviction of Employee  of a  felony or  other
          crime involving theft or fraud, (iv) Employee's gross neglect  or
          gross misconduct in carrying out his duties hereunder  resulting,
          in either  case, in  material harm  to the  Company; or  (v)  any
          material breach by Employee  of this Agreement.   Notwithstanding
          the  foregoing,  Employee  shall  not  be  deemed  to  have  been
          terminated for  cause  unless and  until  there shall  have  been
          delivered to his a copy of a resolution of the Board of Directors
          of the Company or any  appropriately designated committee of  the
          Board, finding that he has engaged in the conduct set forth above
          in this Section 10(a)(iv) and specifying the particulars  thereof
          in detail, and Employee shall not have cured such conduct to  the
          reasonable satisfaction of the Board  within thirty (30) days  of
          receipt of such  resolution.

                         (v)  By the  Company  at its  discretion,  without
          cause, upon thirty (30) days written notice to Employee; provided
          that Company complies with the provisions of Section 11 (c).

                         (vi) By  the  Employee  for  Good  Reason.     For
          purposes of this Agreement,''  Good Reason '' shall mean,  without
          Employee's  express  consent,  the  occurrence  of  any  of   the
          following circumstances:

                              (A) a  substantial diminution  in  Employee's
          duties, responsibilities or  authority after  written demand  has
          been made upon Company by Employee  and Company has had a  thirty
          (30) day period to correct such matter (except during period when
          the Employee is unable to perform all or substantially all of the
          Employee's duties  and/or responsibilities  as  a result  of  the


                                     E-179
<PAGE>

          Employee's  illness  (either   physical  or   mental)  or   other
          incapacity;
                              (B)  the relocation  of Employee's  place  of
          employment to  outside  the Greater Cincinnati/Northern  Kentucky
          area without Employee's consent; or
          David B. Pomeroy  II, the current  Chief
                               (C)
          Executive Officer of Company, would terminate employment with the
          Company.
                              (D)  Any material  breach by  Company of  the
          Agreement but  only  after  written demand  has  been  made  upon
          Company by  Employee  setting  forth  such  material  breach  and
          Company has a thirty-day period to correct such matter. 
                              (E)  A  change  in  control  as   hereinafter
          defined,  unless  Employee  has  accepted  employment  with   the
          successor entity  and  such  successor entity  has  assumed  this
          Employment Agreement pursuant to the  provisions of Section 19.  
          For purposes  of this  Agreement, a   change in  control
          shall occur:
          (i) upon  the sale  or other  disposition to  a  person,
          entity or group (as such term is used in Rule 13 d-5  promulgated
          under the Securities Exchange  Act of 1934,  as amended), such  a
          person, entity or group being referred to as an ``outside party''
          of fifty percent (50%) or more of the consolidated assets of  the
          Company  taken  as  a  whole,  or   (ii)  in  the  event   shares
          representing a  majority  of  the voting  power  of  Company  are
          acquired by a person or group (as such term is used in Rule 13 d-
          5) of  persons other  than the  holders of  the common  stock  of
          Company on July 6, 1997. 

                    (b)  Compensation upon Termination:   In  the event  of
          termination of employment,  the Employee  or his  estate, in  the
          event of death, shall be entitled  to his annual base salary  and
          other benefits provided hereunder to the date of his termination.
           In addition, Employee shall be  entitled to receive any  bonuses
          accrued to the date of his termination of employment as  provided
          in Section 5(g), and any  vested incentive compensation that  may
          be due Employee pursuant  to the provisions  of Exhibit B,  which
          shall be payable (if applicable) pursuant to the terms thereof.
         In  the   event  that   Company  would   terminate
                     (c)
          Employee's employment hereunder without cause pursuant to Section
          11(a)(v) or  Employee would  terminate  his employment  for  Good
          Reason pursuant  to  Sections  11(a)(vi)(A),  (B),  (D)  or  (E),
          Company shall be  obligated to  pay Employee,  as severance  pay,
          Employee's annual base salary in effect prior to such termination
          for the remaining term of the Agreement (as originally set  forth
          in  Section  2,  as  due)   all  bonus  and  incentive   deferred
          compensation set forth in Section 5(d)  and/or 5(g), as due,  and
          an annual amount of Ten Thousand Dollars ($10,000.00) in lieu  of
          all fringe benefits under this Agreement.  In the event  Employee


                                     E-180
<PAGE>

          would terminate  his  employment  for  Good  Reason  pursuant  to
          Section 11(a)(vi)(C), Company shall be obligated to pay Employee,
          as severance pay, Employee's annual  base salary in effect  prior
          to such termination for the remaining term of this Agreement  (as
          originally set forth in  Section 2, as  due).  Provided  further,
          that in  the event  Employee's employment  is terminated  by  the
          Company without cause  or by Employee  for Good Reason,  Employee
          shall not  be obligated  to mitigate  his  damages and  shall  be
          entitled to the amounts and benefits described above, whether  or
          not he accepts or seeks alternative employment. 

               12.  ______________________________________________________
                     Payments to Extend Covenant Not to Compete of Employee.

           In the  event  Company  does not renew  this Agreement upon  the
          expiration of the initial term of  this Agreement or any  renewal
          term, Company shall  have the option  to pay  Employee an  amount
          equal to his base annual salary that was in effect prior to  such
          non-renewal  of   his  Employment   Agreement  in   twelve   (12)
          consecutive equal  monthly  installments commencing  thirty  (30)
          days after the date of termination of employment in consideration
          of Employee not  competing with Company  for a  period of  twelve
          (12) months from the  date of the  termination of his  employment
          for any of the reasons set forth above, as applicable.

               13.  Disability.    In  the  event  that  Employee   becomes
          temporarily disabled  and/or  totally and  permanently  disabled,
          physically or mentally, which renders  him unable to perform  the
          essential functions of  his position with  or without  reasonable
          accommodation,  Employee shall receive one hundred percent (100%)
          of his  base  annual  salary  (in effect  at  the  time  of  such
          disability) for a period  of one (1)  year following the  initial
          date of such disability (offset by  any payments to the  Employee
          received pursuant to disability benefit plans, if any, maintained
          by the  Company.)   Such  payments  shall be  payable  in  twelve
          consecutive equal monthly installments and shall commence  thirty
          (30) days  after  the determination  by  the physicians  of  such
          disability as set forth below. 

               For purposes of this Agreement, Employee shall be deemed  to
          be temporarily disabled and/or  totally and permanently  disabled
          if attested to by two qualified  physicians, (one to be  selected
          by Company and the other by Employee) competent to give  opinions
          in the area  of the  disabled Employee's  physical and/or  mental
          condition.  If the two physicians  disagree, they shall select  a
          third physician, whose opinion shall control.  Employee shall  be
          deemed to be temporarily disabled and/or totally and  permanently
          disabled if he shall become disabled as a result of any medically
          determinable  impairment  of  mind  or  body  which  renders   it
          impossible for such Employee to perform satisfactorily his duties
          hereunder, and  the  qualified  physician(s)  referred  to  above
          certify that such disability does, in  fact, exist.  The  opinion
          of  the   qualified  physician(s)   shall   be  given   by   such


                                     E-181
<PAGE>

          physician(s), in writing directed to the Company and to Employee.
           The physician(s) decision shall include the date that disability
          began, if possible,  and the 12th  month of  such disability,  if
          possible.  The decision of such  physician(s) shall be final  and
          conclusive and  the cost  of such  examination shall  be paid  by
          Company. 

               14.   Severability.   In case  any one  (1)  or more  of  the
          provisions or part  of a  provision contained  in this  Agreement
          shall be  held to  be invalid,  illegal or  unenforceable in  any
          respect, such  invalidity, illegality  or unenforceability  shall
          not affect any  other provision or  part of a  provision of  this
          Agreement.  In such a situation, this Agreement shall be reformed
          and construed  as  if  such  invalid,  illegal  or  unenforceable
          provision, or  part  of a  provision,  had never  been  contained
          herein, and such provision or part  shall be reformed so that  it
          will be  valid,  legal  and enforceable  to  the  maximum  extent
          possible.

               15. Law
                Governing    .  This  Agreement shall  be governed  and
          construed under  the laws  of the  Commonwealth of  Kentucky  and
          shall not be modified or discharged, in whole or in part,  except
          by an agreement in writing signed by the parties.

               16.Notices.   All  notices, requests,  demands  and  other
          communications relating to this Agreement shall be in writing and
          shall be deemed to have been  duly given if delivered  personally
          or  mailed  by  certified  or  registered  mail,  return  receipt
          requested, postage prepaid:

               If to Company, to:  Pomeroy Computer Resources, Inc.
                              1020 Petersburg Road
                              Hebron, Kentucky  41048

               With a copy to:     James H. Smith III
                              Lindhorst & Dreidame Co., L.P.A.
                              312 Walnut Street, Suite 2300
                              Cincinnati, Ohio  45202

               If to Employee,  to the Employee's  residential address,  as
          set forth in the Company's records.

               17.  Enforcement of Rights.  The parties expressly recognize
          that any breach of  this Agreement by either  party is likely  to
          result in irrevocable injury  to the other  party and agree  that
          such other party shall be entitled, if it so elects, to institute
          and prosecute proceedings in any court of competent jurisdiction,
          either in law or in equity,  to obtain damages for any breach  of
          this Agreement, or  to enforce the  specific performance of  this


                                     E-182
<PAGE>

          Agreement by each party or to enjoin any party from activities in
          violation of this Agreement.  Should  either party engage in  any
          activities prohibited by this Agreement, such party agrees to pay
          over to the other party all compensation, remuneration, monies or
          property of any sort received in connection with such activities.
           Such payment shall not impair any rights or remedies of any non-
          breaching party or  obligations or liabilities  of any  breaching
          party pursuant to this Agreement or any applicable law.

               18.  Entire Agreement.   This  Agreement and  the  Exhibits
          hereto and the Performance Share Right Agreement executed of even
          date contain the entire understanding of the parties with respect
          to the  subject  matter  contained herein  and  may  be  altered,
          amended or superseded only by an agreement in writing, signed  by
          the  party  against  whom  enforcement  of  any  waiver,  change,
          modification, extension or discharge is sought.

               19. Parties in Interest. 

                         This Agreement is personal to each of the  parties  
          hereto.   No  party  may  assign  or  delegate  any  rights  or  
          obligations hereunder without first obtaining the written consent
          of the other  party hereto;  provided, however,  that nothing  in
          this Section 19  shall preclude (i)  Employee from designating  a
          beneficiary to  receive any  benefit payable  hereunder upon  his
          death,   or    (ii)   executors,    administrators,   or    legal
          representatives of  Employee or  his  estate from  assigning  any
          rights  hereunder  to  person  or  persons  entitled  thereto.   
          Notwithstanding the foregoing,  this Agreement  shall be  binding
          upon and inure to the benefit of any successor corporation of the
          Company. 

                    (b)  The Company  will require  any successor  (whether
          direct  or  indirect,  by  purchase,  merger,  consolidation   or
          otherwise) to  all or  substantially all  of  the assets  of  the
          Company or  the business  with respect  to which  the duties  and
          responsibilities  of   Employee  are   principally  related,   to
          expressly assume and agree to perform this Agreement in the  same
          manner and  to  the same  extent  that Company  would  have  been
          required to perform it if no such succession had taken place.  As
          used in  this  Agreement, "Company"  shall  mean the  Company  as
          hereinbefore defined  and any  successor to  its business  and/or
          assets as aforesaid  which executes and  delivers the  assumption
          agreement provided  for in  this Section  19 or  which  otherwise
          becomes bound by all the terms  and provisions of this  Agreement
          by operation of law.

               20.  Prior Agreement.  Employee represents and warrants that
          he is  not party  to or  bound by  any agreement  or contract  or
          subject to  any restrictions  including without  limitation,  any
 
                                     E-183
<PAGE>

          restriction imposed in connection with previous employment  which
          prevents  Employee  from   entering  into   and  performing   his
          obligations under  this  Agreement.   Company  acknowledges  that
          Employee is subject  to a restrictive  agreement with his  former
          employer which  precludes him  from contacting  any customers  of
          Employee's former employer for a period of one year.

               21.   Attorneys' Fees.  In the event  of any dispute arising
          between Employee and Company, whether pursuant to this  Agreement
          or otherwise, the prevailing party  shall be entitled to  recover
          from the non-prevailing party, the prevailing party's  reasonable
          attorneys' fees and costs. 
               IN  WITNESS  WHEREOF,  this  Agreement  has  been   executed
          effective as of the day and year first above written.
          WITNESSES:                    POMEROY COMPUTER RESOURCES, INC.
          _________________________
               By:____________________________________
                                                 Edwin S.  Weinstein,  Vice
          President of Finance
          _________________________
          _________________________
               _________________________________
                                        VIC EILAU, Employee
          _________________________


                                     E-184
<PAGE>

                      _________________________________________
                       INCENTIVE DEFERRED COMPENSATION AGREEMENT

          This Incentive Deferred Compensation Agreement is made  effective
          as of  the  sixth day  of  July,  1997, by  and  between  POMEROY
          COMPUTER RESOURCES, INC., a Delaware corporation (the  "Company")
          and VIC EILAU ("Eilau").

                                             W I T N E S S E T H:

          WHEREAS, simultaneously with the execution of this Agreement, the
          Company and Eilau have entered  into an Employment Agreement  for
          the employment  of Eilau  by  Pomeroy Computer  Leasing  Company,
          Inc., a wholly-owned subsidiary of Company;

          WHEREAS, pursuant to Section  5(d) of said Employment  Agreement,
          Eilau is   entitled  to incentive  deferred compensation  in  the
          event certain economic criteria are satisfied;

          WHEREAS, the  parties  wish to  define  the terms  governing  the
          incentive  deferred  compensation  in  the  event  the   economic
          criteria are satisfied.

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

          1.        In the event Eilau satisfies the economic criteria  set
          forth in the Employment Agreement for  such year and is  entitled
          to  incentive  deferred  compensation,  the  incentive   deferred
          compensation shall be governed by the terms of this Agreement. 

          2.        In the event Eilau should die or become disabled during
          the term of the Employment Agreement  or any renewal thereof,  or
          if the Employment Agreement is not  renewed at the expiration  of
          the initial term  or any renewal  term, or in  the event  Company
          would terminate the Employment  Agreement without cause  pursuant
          to Section  11(a)(v)  or  Eilau would  terminate  the  Employment
          Agreement for  Good Reason  pursuant  to Section  11(a)(vi),  all
          incentive deferred compensation shall be vested in full and shall
          be payable to  Eilau and/or  his designated  beneficiary at  that
          time.

          3.        In the  event Eilau  discontinues employment  with  the
          Company at the  expiration of the  initial term,  or any  renewal
          thereof, or  if Eilau  discontinues employment  with the  Company
          during the term of the  Employment Agreement, the vested  portion
          of his deferred compensation account will be paid to him at  said
          time and all non-vested amounts will be forfeited.  The incentive
          deferred compensation  shall  vest  according  to  the  following
          schedule: 

                                     E-185
<PAGE>

       Years of Service With Company or its         _______________
       Percentage   of
         Vested
       Subsidiaries from the Effective Date           Interest     
                   of This Agreement                        
                    Less than 1 year                       0%
                    One year                              20%
                    Two years                             40%
                    Three years                           60%
                    Four years                            80%
                    Five years or more                   100%

          This vesting schedule  shall apply separately  to each year  that
          incentive deferred  compensation  is  earned by  Eilau  upon  the
          satisfaction of the economic criteria set forth in the Employment
          Agreement.

          By way of illustration, if Eilau satisfied the economic  criteria
          for years 1  and 2,  at the end  of year  2, Eilau  would be  40%
          vested as to the incentive deferred compensation credited in year
          1 and  20%  vested  as to  the  incentive  deferred  compensation
          credited in year 2.

          4.        Notwithstanding  anything  contained   herein  to   the
          contrary, Company may,  if its stock  is publicly  traded at  the
          time of payment, deliver, in lieu of cash to Eilau, common  stock
          of Company  that  is either  registered  or freely  tradable  and
          having a fair market value equal to one hundred percent (100)% of
          the amount due Eilau  hereunder.  For  purposes of this  Section,
          the fair market  value of  the stock shall  be deemed  to be  the
          average of its bid and asked prices on the date of  distribution.

               If Company's stock  is not publicly  traded at  the time  of
          such payment, such payment shall be in cash. 

          5.        No deferred compensation shall be paid under the  terms
          of this  Agreement in  the event  Eilau  is discharged  from  the
          service  of   the  Company   for   cause  pursuant   to   Section
          11(a)(iv)(iii) of the Employment Agreement.   In the event  Eilau
          is discharged from the service of  Company for cause pursuant  to
          any other  provision  of  Section  11(a)(iv)  of  the  Employment
          Agreement, the vested portion  of his deferred compensation  will
          be paid to him  at said time and  all non-vested amounts will  be
          forfeited. 


                                     E-186
<PAGE>

          6.        Eilau shall  not  have  the  right  to  commute,  sell,
          transfer, assign or  otherwise convey  the right  to receive  any
          payments under the terms of this  Agreement.  Any such  attempted
          assignment or transfer shall be null and void. 

          7.        It is the intention of  the parties that the  incentive
          deferred compensation  to  be  payable  to  Eilau  hereunder  (if
          applicable) shall be includable  for Federal Income Tax  purposes
          in his, or such  beneficiary's gross income  only in the  taxable
          year in which he or the beneficiary actually receives the payment
          and Company shall be entitled  to deduct such incentive  deferred
          compensation as  a business  expense in  its Federal  Income  Tax
          return in the taxable year in which such payment is made to Eilau
          or his beneficiary.

          8.        Nothing contained in  this Agreement shall  in any  way
          affect  or  interfere  with  the  right  of  Eilau  to  share  or
          participate in a  retirement plan of  the Company  or any  profit
          sharing, bonus or  similar plan in  which he may  be entitled  to
          share or participate as an employee of the Company.
          9.        This  Agreement  shall  be  binding  upon  the   heirs,
          administrators, executors, successors and assigns of Eilau.  This
          Agreement shall  not be  modified or  amended except  in  writing
          signed by both parties.

          10.       This Agreement shall be subject to and construed  under
          the laws of the Commonwealth of Kentucky. 

          IN  WITNESS  WHEREOF,  the  parties  hereto  have  executed  this
          Agreement effective as of the day and year first above written.
                                          POMEROY COMPUTER RESOURCES, INC.
               By:________________________________
                                                 Edwin S.  Weinstein, Vice
          President of
                                             Finance
               ___________________________________
                                          VIC EILAU

                                     E-187
<PAGE>

                                   AWARD AGREEMENT
                                   _______________ 
                            (Non-Qualified Stock Option)

               This Award Agreement is made effective July 6, 1997, between
          POMEROY  COMPUTER   RESOURCES,  INC.,   a  Delaware   corporation
          (hereinafter called the "Company"), and VIC EILAU, an employee of
          Pomeroy Computer Leasing Company, Inc., a wholly-owned subsidiary
          of the Company (hereinafter called the "Employee").

               WHEREAS, the Company  has heretofore adopted  the 1992  Non-
          Qualified and Incentive Stock Option Plan (the "Plan");

               WHEREAS, per  an Employment  Agreement between  Company  and
          Employee effective July 6, 1997, Employee is to be awarded 10,000
          stock options under the Plan as of July 6, 1997;

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

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

               1.  Grant of  Award.   The  Company hereby  grants  to the
          Employee the right and  option (hereinafter called the  "Option")
          to purchase  all or  any part  of an  aggregate of  Ten  Thousand
          (10,000) shares  of the  Common Stock,  $.01  par value,  of  the
          Company ("Shares") (such  number being subject  to adjustment  as
          set forth herein and in the Plan) on the terms and conditions set
          forth herein and in the Plan.

                                  Page 1 of 5 Pages 
                                     E-188 
<PAGE>

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

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

               4    Term of Award.
                         The Term of  the Award shall  be for  a period  of
          (a)
          five (5) years from the effective date hereof, subject to earlier
          termination as hereinafter provided; and
          (b)   prior to its expiration  or termination the  Award          
          may be exercised as to any  part or all of the Shares  originally
          subject to the Option.

               5.  Exercise of Award.
                   (a) In order  to exercise the  Award, the  person  or
          persons entitled to exercise it shall  deliver to the   Treasurer
          of the Company written notice of  the number of full Shares  with
          respect to which the Award is to be exercised.  The notice  shall
          be accompanied by payment in full for any Shares being purchased,
          which payment  will be  in cash,  or,  with the  Committee's  (as
          defined in the Plan) approval, in Shares (as defined in the Plan)
          held by  the Employee  for at  least six  months valued  at  Fair
          Market Value (as defined in the Plan) at the time of exercise, or
          a combination thereof.  No fractional Shares will be issued.
                                  Page 2 of 5 Pages 
                                     E-189
<PAGE>

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

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

               7.Termination of  Employment.   In  the  event that  the
          employment of  the  Employee  is terminated  (otherwise  than  by
          reason of  death, disability  or retirement),  the Award  may  be
          exercised by the Employee (to the extent that he was entitled  to
          do so at the  termination of his employment)  at any time  within
          three (3)  months  after such  termination,  but not  beyond  the
          original Term thereof.  So long as the Employee shall continue to
          be an employee of the Company or one or more of its subsidiaries,
          the Award  shall not  be  affected by  any  change of  duties  or
          position.  Nothing in this Award Agreement is intended to  confer
          upon Employee any right to continue in the employ of the  Company
          or any of its subsidiaries or interfere in any way with the right

                                  Page   of 5 Pages

                                     E-190
<PAGE>

          of the Company or any such subsidiary to terminate his employment
          at  any  time.    Anything  herein  contained  to  the   contrary
          notwithstanding,  in  the  event   of  any  termination  of   the
          Employee's employment  for  cause  or as  set  forth  in  Section
          11(a)(iv)  of  the  Employment  Agreement  or  if  the   Employee
          voluntarily terminates his employment  without cause pursuant  to
          Section 11(a)(i) of the Employment  Agreement, the Award, to  the
          extent not theretofore exercised, shall forthwith terminate. 

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

               9.  Disability of  Employee.   If  the  employment of  the
          Employee terminates on account  of his having become  "disabled,"
          as defined in  Section 22(e)(3)  of the  Code, the  Award may  be
          exercised by the Employee (to the extent that he was entitled  to
          do so at  the termination  of his  employment on  account of  his
          becoming disabled) at any  time within six  (6) months after  the
          date on  which  his employment  terminated,  but not  beyond  the
          original Term of the Award.
                                  Page 4 of 5 Pages 
                                     E-191
<PAGE>

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

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


                                     E-192
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               Subject to Committee approval,  an Employee may satisfy  his
          tax liability with respect to the exercise of an Option by having
          the Company withhold Shares  otherwise issuable upon exercise  of
          the Option;  provided, however,  if the  Employee is  subject  to
          Section 16b of the Securities Exchange  Act of 1934, as  amended,
          he may so elect only if such Employee makes an election to do  so
          which satisfies the requirements of Rule 16b-3.

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

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

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

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

                                        POMEROY COMPUTER RESOURCES, INC.,
                                        By
               __________________________________
                                          Edwin   S.    Weinstein,    Vice
          President of
                                          Finance
               _____________________________________
                                        VIC EILAU, Employee

                                     E-194   
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