SUBORDINATION AGREEMENT
                               _______________________ 

          THIS SUBORDINATION AGREEMENT (this "Agreement") is  entered into
          this ______  day of  ________________,  1997, among  (i)  POMEROY
          COMPUTER   RESOURCES,   INC.,   a   Delaware   corporation   (the
          "Borrower"), (ii)  MAGIC BOX,  INC., a  Florida corporation,  its
          successors and assigns (the  "Subordinated Creditor"), and  (iii)
          STAR BANK, N.A., an Ohio  banking corporation, its successors  or
          assigns (the "Senior Creditor").

                                   R E C I T A L S
                                   _______________ 
          WHEREAS, pursuant  to an  Amended  and Restated  Loan  Agreement,
          dated as  of March 14, 199 6, as  amended by  a Letter  Agreement
          dated June 27,  1996, as further  amended by  a Letter  Agreement
          dated June 26,  1997 (the "Senior  Loan Agreement"), between  the
          Borrower  and  the  Senior  Creditor,  the  Senior  Creditor  has
          extended a  commitment  to  make available  to  Borrower  certain
          revolving credit and term loans in the aggregate principal amount
          of Fifteen Million ($15,000,000.00) Dollars (the "Senior Loans");
          and

          WHEREAS, the  Senior Loans  are to  be evidenced  by a  revolving
          credit note  (together with  all substitutions  and  replacements
          therefor and all amendments and supplements thereof in accordance
          with the  terms of  this Agreement  (the "Senior  Notes") in  the
          maximum aggregate principal amount not to exceed Fifteen  Million
          ($15,000,000.00) Dollars. 

          WHEREAS, Borrower  is using  a portion  of  the proceeds  of  the
          Senior  Loans  to  purchase  substantially  all  the  assets   of
          Subordinated Creditor; and

          WHEREAS, in connection with the acquisition of substantially  all
          the assets of  Subordinated Creditor,  the Subordinated  Creditor
          will take back four promissory  notes in the aggregate  principal
          amount of  $542,000.00  plus  interest,  fees,  costs  and  other
          amounts  payable  in  respect  thereof  ("Acquisition  Debt")  in
          partial consideration of  the payment of  the purchase price  for
          such assets; and
           WHEREAS, a condition under the Senior Loans is the execution  and
          delivery of this Subordination Agreement;
           NOW, THEREFORE, in consideration  of the premises  and for other
          good and valuable consideration, the parties agree as follows:  
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                                      ARTICLE 1 
                                     DEFINITIONS
          1.1  Certain Terms.   The following  terms,  when  used  in  this

          Agreement, including  the  introductory  paragraph  and  Recitals
          hereto, shall, except where the context otherwise requires,  have
          the following meanings:

               1.1.01    "Acquisition Debt" has  the meaning  specified in
          the fourth paragraph of the recitals hereto.

               1.1.02    "Acquisition   Note"   collectively   means   the
          promissory notes issued by Borrower to the Subordinated  Creditor
          which evidences the Acquisition Debt. 

               1.1.03    "Agreement" means this Subordination Agreement.

               1.1.04    "Applicable Law" means and  includes statutes and
          rules and regulations thereunder  and interpretations thereof  by
          any governmental agency  charged with the  administration or  the
          interpretation  thereof,   and  orders,   requests,   directives,
          instructions and notices of any governmental authority.

               1.1.05    "Bankruptcy or  Insolvency Proceeding" means  any
          insolvency or bankruptcy case or proceeding, or any receivership,
          liquidation,  reorganization,  assignment  for  the  benefit   of
          creditors or other  similar case or  proceeding for the  liquida-
          tion, dissolution, reorganization or winding up of the Borrower,
          or of all  or any portion  of the property  of Borrower,  whether
          voluntary or involuntary, partial or complete.

               1.1.06    "Borrower"  has  the  meaning  specified  in   the
          introductory paragraph hereto.

               1.1.07    "Enforcement Action" means

                    (a) the acceleration of any Subordinated Debt,

                    (b) any realization or foreclosure upon any collateral
          securing the Subordinated Debt,

                    (c) any  demand  by  the   Subordinated  Creditor  for
          payment of the Subordinated Debt, or

                    (d) subject always to the provisions  contained in the
          next sentence, the enforcement of any of the  rights or remedies
          of the Subordinated Creditor against the Borrower, whether under

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          the Subordinated  Debt Documents  or  otherwise, and  whether  by
          action  at  law,  suit  in  equity,  arbitration  proceedings  or
          otherwise.

                    The term "Enforcement Action" shall not  include or be
          deemed to  include  the  giving of  notices  (including,  without
          limitation, notices  of default,  notices of  Events of  Default,
          notices of demand for payment, notices of breaches of  covenants,
          etc.),  the  making  of  requests   or  the  delivery  of   other
          communications pursuant  to  and  upon  the  terms  permitted  or
          otherwise contemplated by any of the Subordinated Debt Documents,
          it being  understood  and agreed  that  any action  of  the  kind
          described above in  the foregoing sentence  may be  taken by  the
          Subordinated Creditor at any time and from time to time after the
          date hereof without any limitation or restriction.

               1.1.08   "Enforcement  Action   Notice"   has   the  meaning
          specified in Section 3.2(b).

               1.1.09   "Event  of  Default"  has,  in   connection  with
          permitted  payments  under  Section   2.6  hereof,  the   meaning
          specified in  the  Senior Loan  Agreement  and, with  respect  to
          Standstill Events as defined herein and as used in Section 3, has
          the meaning specified in the Acquisition Note. 

               1.1.10   "Extension of  Credit" means  any loan,  letter of
          credit or other extension of credit of any kind or character  and
          in the case of revolving credit facilities, includes lending  and
          relending up to the maximum  amount thereof, the substitution  of
          term notes for  portions of the  revolving credit  notes and  any
          Permitted Increase. 

               1.1.11   "Instrument"  means   any   contract,   agreement,
          indenture, mortgage  or  other  document or  writing  (whether  a
          formal agreement, letter or otherwise) under which any obligation
          is evidenced, assumed or undertaken, or any right to any lien  is
          granted or perfected.

               1.1.12   "Payment in Full" and "Paid in Full" mean payment
          in full in cash.

               1.1.13   "Payment   or    Distribution   on    Account   of
          Subordinated Debt" or "Payment or Distribution" means any payment
          or distribution  of  any  kind or  character,  whether  in  cash,
          securities or  other property  or  any combination  thereof,  and
          whether voluntary or involuntary, on account of principal of,  or
          interest  on  any  Subordinated  Debt,  or  on  account  of   any

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          redemption, retirement, repurchase or other acquisition for value
          of any Subordinated Debt.

               1.1.14   "Permitted Increase" means  any  increase  in  the
          principal amount of  the Senior Debt  effected by Senior  Lender,
          except the aggregate amounts of any such increases outstanding at
          any one time shall not exceed  the amount set forth on Exhibit  A
          attached hereto. 

               1.1.15   "Proceeds" shall have the meaning

                    (a) ascribed to that term  under the U.C.C.  and shall
          in any event include any and all payments or distributions of any
          kind or character received by way  of exercise of rights of  set-
          off, counterclaim or  cross-claim, or enforcement  of any  claim,
          against the Borrower,

          (b) any and all proceeds of  any insurance, indemnity,
           warranty, guaranty of  letter of credit  payable to the  Borrower
          with respect to any collateral securing the Subordinated Debt  or
          Senior Debt, or

                    (c) any and all other  amounts from time to  time paid
          or  payable  or  distributable  under  or  with  respect  to  any
          collateral securing the Subordinated Debt or Senior Debt. 

               1.1.16   "Star Bank,  N.A"  as  used in  the  defined terms
           "Senior Debt"  and "Senior  Debt Documents",  means and  includes
          Star Bank, N.A.,  the party  executing this  Agreement as  Senior
          Creditor, and  its successors  or assigns  in title  and any  so-
          called "participants" purchasing any  participating interests or
          so-called "participants" in any of the rights, title or  interest
          of Star Bank, N.A. under any  of the Senior Debt Documents or  in
          relation to any of the Senior Debt.

               1.1.17   "Reorganization   Securities"   means   securities
          issued by the  Borrower (or any  successor) in  exchange for  all
          Subordinated  Debt   upon  the   effectiveness  of   a  plan   of
          reorganization in bankruptcy of the Borrower that are either  (a)
          equity securities of the Borrower having no mandatory redemption,
          repurchase or dividend obligations, and that are not  convertible
          into or exchangeable for any securities having mandatory payment,
          redemption,  repurchase  or  dividend  obligations  or  (b)  debt
          securities of the Borrower the payment of which is  subordinated,
          at least to the extent provided in this Agreement with respect to
          the Subordinated Debt, prior to the Payment in Full of the Senior
          Debt, provided that no class of  Senior Debt is impaired  (within
          the meaning of  Section 1124  of Title  11 of  the United  States
          Code) by such plan of reorganization.

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               1.1.18   "Senior Creditor" has the meaning specified in the
          introductory paragraph hereto. 
               1.1.19   "Senior Debt " means  all  indebtedness  and other
          obligations of  the Borrower,  contingent  or otherwise,  to  the
          Senior Creditor, now or hereafter existing, under or with respect
          to:

                    (a) extension of Credit  by the Senior  Creditor under
          the Senior Debt Documents  in an aggregate outstanding  principal
          amount not exceeding Fifteen Million Dollars ($15,000,000.00).

                    (b) interest  (including  interest  accruing   at  the
          contract  rate  after  the  commencement  of  any  Bankruptcy  or
          Insolvency Proceeding, whether or not such interest is an allowed
          claim in such  proceeding) on Extensions  of Credit described  in
          clause (a)  of  this definition  and  on any  Permitted  Increase
          described  in  clause  (c)  below,  and  fees,  costs,  expenses,
          ties, reimbursements and other amounts owing to the Senior
          Creditor on Extensions of Credit described in clause (a) of  this
          definition; and
                    (c) any Permitted Increase. 
               1.1.20   "Senior Debt  Documents" means,  collectively, (a)
          the Senior  Loan  Agreement and  (b)  the Senior  Notes  (subject
          always to the provisions of the  defined term "Senior Debt")  and
          each other Instrument executed in connection with or  evidencing,
          governing, guaranteeing or  securing any  indebtedness under  any
          such document or any Permitted Increase,  all as the same may  be
          amended, modified or supplemented  pursuant to the terms  thereof
          in accordance with the provisions of this Agreement. 

               1.1.21   "Senior Loans" has  the meaning  specified in  the
          first paragraph of the Recitals hereto.

               1.1.22   "Senior Loan Agreement" has the meaning  specified
          in the first paragraph of the Recitals hereto.

               1.1.23   "Standstill Event" means the occurrence of any one
          or more of the _________________

                         Events of Default under the Acquisition Note.

              1.1.24   "Standstill Event Notice" shall mean the  date the
          Subordinated Creditor shall have provided written notice of  such
          Standstill Event to the Senior Creditor and Borrower. 

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<PAGE>

               1.1.25   "Standstill Period " means,  in  relation  to  any
          Standstill Event, the period beginning on the date the Standstill
          Event in relation to such  Standstill Period shall have  occurred
          and ending on the date determined pursuant to Section 3.1(a). 

               1.1.26   "Subordinated Creditor" has the  meaning specified
          in the  introductory  paragraph  hereto  or  any  holder  of  the
          Acquisition Note. 

               1.1.27   "Subordinated Debt " means  all  indebtedness  and
          other obligations of the Borrower,  contingent or otherwise, now
          or hereafter existing,  under or  in respect  of the  Acquisition
          Note,  and  interest  (including  interest  accruing  after   the
          occurrence of an Event of Default  as defined in the  Acquisition
          Note), fees, costs, expenses, indemnities, reimbursements thereon
          and other amounts payable in respect thereof (including any  such
          obligations to prepay, repurchase, retire, redeem or acquire for
          value any such indebtedness).

               1.1.28   "Subordinated Debt Documents" means, collectively  
          the Acquisition Note, and 
                    (a) each  Instrument  now  or  hereafter  executed  in  
        connection with or evidencing, governing, guarantying or securing
          any indebtedness under any such document.

               1.1.29   "U.C.C." means the Uniform Commercial  Code, as in
          effect from time to time in the State of Ohio.

          1.2   Senior Loan Agreement   Unless otherwise  defined herein or
           the context  otherwise requires,  terms used  in this  Agreement,
          including the introductory  paragraph and  Recitals hereto,  that
          are defined in  the Senior Loan  Agreement (as in  effect on  the
          date hereof), have the meanings given to such terms in the Senior
          Loan Agreement (as in effect on the date hereof).

          1.3  U.C.C. Definitions   Unless otherwise defined herein or the 
          context otherwise requires, terms for which meanings are provided
          in  the  U.C.C.  are  used  in  this  Agreement,  including   the
          introductory paragraph and Recitals hereto, with such meanings.
           1.4  General Provisions Relating to Definitions  Terms for which
          meanings are defined in this Agreement shall apply equally to the
          singular and plural  forms of the  terms defined.   Whenever  the
          context may require, any pronoun shall include the  corresponding
          masculine, feminine and neuter forms.  The term "including" means
 
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<PAGE>

          including, without  limiting the  generality of  any  description
          preceding such  term.   Except  as otherwise  expressly  provided
          herein, each  reference  herein to  any  Person shall  include  a
          reference to such Person's successors in title and assigns or (as
          the case  may  be)  his successors,  assigns,  heirs,  executors,
          administrators  and  other  legal  representatives.    Except  as
          otherwise expressly provided herein, references to any Instrument
          defined in this Agreement refer to such Instrument as  originally
          executed, or, if  subsequently varied, replaced  or supplemented
          from time to time, as so varied, replaced or supplemented and  in
          effect at the relevant time of reference thereto.

                                      ARTICLE 2

                           DEBT SUBORDINATION ARRANGEMENTS

          2.1  Agreement to Subordinate.  The Borrower and the Subordinated
          Creditor agree with and  for the benefit  of the Senior  Creditor
          that all Subordinated Debt is hereby  expressly subordinated and
          made junior in right of payment, to the extent and in the  manner
          provided in this Agreement, to the  prior Payment in Full of  all
          Senior Debt.

          2.2  Bankruptcy or Insolvency  Proceeding.  In  the event of  any 
          Bankruptcy or Insolvency Proceeding:

               (a)The Senior Creditor  shall first be  entitled to receive
          Payment in  Full  of  all Senior  Debt  before  the  Subordinated
          Creditor shall be entitled to receive any payment or distribution
          on account of Subordinated Debt (other than distributions in  the
          form of Reorganization Securities); and

               (b)the Senior Creditor shall be  entitled to receive (until 
          Payment in Full of all Senior  Debt) any payment or  distribution
          on account of Subordinated Debt (other than distributions in  the
          form of  Reorganization  Securities)  which  may  be  payable  or
          deliverable to  the  Subordinated Creditor  (including  any  such
          payment or distribution payable or  deliverable by virtue of  the
          provisions of,  or any  security  for, any  Instrument  governing
          indebtedness which is subordinate and junior in right of payment
          to the Subordinated Debt).   

          2.3  Delivery of Prohibited Payments or Distributions on Account
           of Subordinated Debt  to Senior  Creditor.   If any  Payment  or
          Distribution  on  Account  of   Subordinated  Debt  (other   than
          distributions  in  the  form  of  Reorganization  Securities   or
          distributions authorized by Sections 2.6 and 2.8) is collected or
          received by  the  Subordinated  Creditor, then  such  payment  or
          distribution shall be  paid over  or delivered  forthwith to  the
          Senior Creditor.

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<PAGE>



          2.4  Subrogation.  Upon  payment in full  in cash  of all  Senior
          Debt, the Subordinated Creditor  shall be immediately  subrogated
          to the  rights of  the  Senior Creditor  (to  the extent  of  the
          payments and distributions previously made to the Senior Creditor
          pursuant to the provisions of this Article 2) to receive payments
          and distributions  of  property  of the  Borrower  applicable  to
          Senior Debt until all amounts owing on Subordinated Debt shall be
          paid in full.  No payments or distributions applicable to Senior
          Debt which the Subordinated Creditor  shall receive by reason  of
          its being  subrogated  to  the  rights  of  the  Senior  Creditor
          pursuant to the provisions of this Section 2.4 shall, as  between
          the Borrower and  its creditors, other  than the Senior  Creditor
          and the Subordinated Creditor, be deemed  to be a payment by  the
          Borrower to or for the account of Subordinated Debt; and, for the
          purposes of such subrogation, no payments or distributions to the
          Senior  Creditor  of  any  property  to  which  the  Subordinated
          Creditor would  be entitled  except for  the provisions  of  this
          Agreement,  and  no  payment  pursuant  to  provisions  of   this
          Agreement to the  Senior Creditor by  the Subordinated  Creditor,
          shall, as between the Borrower and  its creditors, if any,  other
          than the Senior Creditor and the Subordinated Creditor, be deemed
          to be a payment by the Borrower  to or for the account of  Senior
          Debt, it being understood that  the provisions of this  Agreement
          are intended  solely for  the purpose  of defining  the  relative
          rights of the  Subordinated Creditor, on  the one  hand, and  the
          Senior Creditor, on the other hand, and nothing contained in this
          Section 2.4  or elsewhere  in this  Agreement is  intended to  or
          shall impair,  as  between  the  Borrower  and  the  Subordinated
          Creditor, the  obligation of  Borrower,  which  is absolute  and
          unconditional, to pay  to the Subordinated  Creditor, subject  to
          the rights  of  the Senior  Creditor  under this  Agreement,  the
          Subordinated Debt  as and  when the  same  shall become  due  and
          payable in accordance with its terms.

          2.5  Senior Defaults  and  Acceleration.   In  any  circumstances
          where Section 2.2 does not apply, the Subordinated Creditor  will
          not be  entitled to  receive or  retain  any direct  or  indirect
          payment (except any  payment previously made  by Borrower to  the
          Subordinated Creditor which complied  with Sections 2.6 and  2.8)
          (in cash, property, by set-off or otherwise) from the Borrower of
          or on account of any Acquisition Debt if:

               (a)all or any part of the Senior Debt is due and payable at
          stated maturity, by acceleration or otherwise; or

               (b)at the time of making such payment and immediately after 
          giving effect  thereto, there  shall exist  an Event  of  Default
          under the Senior Loan Agreement. 
           2.6  Permitted Payments.  The Subordinated Creditor shall not  be
           entitled to receive or retain any prepayment (in cash, property,
          by set-off or otherwise) of or on account of the Acquisition Note
 
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          until such time  as the Senior  Debt is paid  in full.   Provided
          that there  exists no  Event of  Default  (or event  which  would
          become and Event of Default with  notice or the passage of  time)
          under the  Senior  Loan  Agreement  which  remains  uncured,  the
          Subordinated Creditor  shall be  entitled to  receive and  retain
          interest repayment and principal repayment, under the Acquisition
          Debt in accordance with the terms of the Acquisition Note.

            2.7  Turn-Over  of  Payments  Received     If  the  Subordinated
           Creditor  shall  receive   any  payment  with   respect  to   the
          Acquisition Note which the Subordinated Creditor is not permitted
          to receive and  retain pursuant to  this Agreement, such  payment
          shall be  held in  trust by  the  Subordinated Creditor  for  the
          benefit of, and  shall be  paid over  promptly on  demand to  the
          Senior Creditor or its successors  and assigns, as their  respec-
          tive interests may appear, for application to the payment of  all
          Senior Debt remaining unpaid until the same shall have been  paid
          in full in cash, after giving effect to any concurrent payment or
          distribution to  the  Senior  Creditor.    No  such  payments  or
          distributions to  the  Senior  Creditor  or  its  successors  and
          assigns shall be deemed to discharge the Senior Debt until it  is
          repaid in full.

           2.8  Permitted   Payments;   Right    to   Retain   Payments.
           Notwithstanding the  foregoing, any  payment  in respect  of  the
          Acquisition Debt  made  in  compliance with  the  terms  of  this
          Agreement and received by the Subordinated Creditor shall  become
          its sole and absolute  property and shall not  be subject to  any
          payment over  or  any distribution  to  or claim  by  the  Senior
          Creditor or any other  person, unless at the  time of receipt  of
          such payment (i) an event specified in either Section 2.2, 2.5(a)
          or 2.5(b) shall have occurred and be continuing and with  respect
          to an event specified in Section 2.5(b) only, the Senior Creditor
          shall have  given  Subordinated  Creditor notice  of  such  event
          within sixty  (60)  days  of the  occurrence  of  such  event  of
          default.  In  the event that  the Subordinated Creditor  receives
          any payment on the Subordinated Debt made in compliance herewith,
          and Senior Creditor has not given any notice as described  above,
          such payment shall conclusively be  determined to be a  permitted
          payment hereunder, otherwise, upon receipt of such notice  within
          such sixty (60) day period, Subordinated Creditor shall  promptly
          remit  such  payment  to  Senior  Creditor  for  application   in
          accordance with Section 2.3 hereof.

           2.9  Borrower's Obligations  Absolute.    The provisions  of this
           Agreement are solely  for the  purpose of  defining the  relative
          rights of  Senior Creditor  as the  holder  of the  Senior  Debt,
          Borrower and the holder of the Acquisition Note.  Nothing  herein
          shall impair, as  between the Borrower  and the Senior  Creditor,
          its successors or assigns, as the holder of any Senior Debt,  the
          obligations  of  the  Borrower,   which  are  unconditional  and
          absolute, to  pay  to the  holder  thereof the  Senior  Debt,  in
 
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          accordance with the terms of the Senior Loan Agreement.   Nothing
          herein shall impair, as between the Borrower and the Subordinated
          Creditor, the obligations of the Borrower which are unconditional
          and absolute to pay Subordinated Creditor in accordance with  the
          terms of  the Acquisition  Note, subject  to  the terms  of  this
          Subordination Agreement.

                                       ARTICLE 3
                       LIMITATIONS ON CERTAIN ENFORCEMENT ACTIONS
           3.1  Imposition of Standstill Period.

               (a)Each Standstill  Period will  commence on  the  date the
          Standstill Event in  relation to  such Standstill  Period   shall
          have occurred and will  terminate upon the  earliest to occur  of
          (i) the date which is 180 days after the later of (a)  occurrence
          of an Event of Default as defined in the Acquisition Note or  (b)
          the giving of the Standstill Event  Notice; (ii) the date,  after
          such Standstill  Period  shall have  commenced,  such  Standstill
          Event shall have  been cured or  waived or  shall otherwise  have
          ceased to exist; or (iii) June 26,1999.

               (b)At any  time  during a  Standstill  Period,  Borrower or
           Senior  Creditor  may  cause  any  Event  of  Default  under  the
          Acquisition Debt to be cured and, in such event, the Subordinated
          Creditor shall not  have any  right to  accelerate the  principal
          payment of  the Acquisition  Debt as  relates  to such  Event  of
          Default that was cured. 
 
          3.2  Limitations  on  Enforcement  Actions.    The  Subordi nated
          Creditor will not take any Enforcement Action until such time as:

               (a)any Standstill Period is no longer continuing; and

               (b)the  Subordinated  Creditor  shall  have  given  to  the
          Borrower and the  Senior Creditor not  less than  30 days'  prior
          written notice (an "Enforcement Action Notice") of the intent of
          the Subordinated Creditor to take such Enforcement  Action.
           3.3  Certain Notices.  The Subordinated  Creditor shall not take
          any action of the  kind described in the  second sentence of  the
          defined term "Enforcement Action" until the Subordinated Creditor
          shall have given the Senior Creditor at least two (2) days  prior
          notice to the taking thereof.

           3.4  Limitations on  Commencement  of  Bankruptcy  or  Insolvency
           Proceeding.   The  Subordinated  Creditor will  not  commence  or
           institute, or join with any other Person or Persons in commencing
          or instituting, any Bankruptcy or Insolvency Proceeding.


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<PAGE>

          3.5  Limitation on Remedies  Upon Acceleration of  Senior Debt 
          Notwithstanding any contrary provision  of any Subordinated  Debt
          Document, the acceleration of any Senior Debt by the commencement
          of legal proceedings by the Senior Creditor against the  Borrower
          to  enforce  payment  of  any  Senior  Debt  shall  entitle   the
          Subordinated Creditor  to accelerate  Subordinated Debt  or  take
          other Enforcement Action (subject to the applicable provisions of
          Section 2.3 of this Agreement). 

                                       ARTICLE 4 
                                       WAIVERS
            4.1  Waivers of Notice, etc. 
          Creditor under this Agreement, and the subordination arrangements
          contained herein, shall  not be to  any extent or  in any way  or
          manner whatsoever impaired  or otherwise affected  by any of  the
          following, whether or  not the Subordinated  Creditor shall  have
          had any notice or knowledge of any thereof:

               (a)the  dissolution,   termination  of   existence,  death,
           bankruptcy, liquidation,  insolvency, appointment  of a  receiver
          for all  or any  part  of the  property  of, assignment  for  the
          benefit of creditors by, or the commencement of any Bankruptcy or
          Insolvency Proceeding by or against, the Borrower;

               (b)the absorption,  merger  or  consolidation  of,  or  the
           effectuation  of  any  other  change  whatsoever  in  the   name,
          membership, constitution or place of formation of, the Borrower;

               (c)any extension  or  postponement  of  the  time  for  the
          payment of any Senior Debt, the acceptance of any partial payment
          thereon, any and all other  indulgences whatsoever by the  Senior
          Creditor in respect  of any  Senior Debt,  the taking,  addition,
          substitution or release,  in whole  or in  part, at  any time  or
          times, of  any  collateral  securing  any  Senior  Debt,  or  the
          addition, substitution or release,  in whole or  in part, of  any
          Person or Persons primarily or  secondarily liable in respect  of
          any Senior Debt;

               (d)any action or delay  in acting or failure  to act on the
           part of the Senior Creditor under any Senior Debt Documents or in
          respect of the Senior Debt or any collateral securing any  Senior
          Debt or  otherwise,  including  (i)  any  action  by  the  Senior
          Creditor to  enforce any  of its  rights, remedies  or claims  in
          respect of  any collateral  securing any  Senior Debt,  (ii)  any
          failure by the Senior Creditor  strictly or diligently to  assert
          any rights  or  to pursue  any  remedies or  claims  against  the
          Borrower or any other Person or  Persons under any of the  Senior
          Debt Documents or  provided by statute  or at law  or in  equity,
          (iii) any  failure  by  the Senior  Creditor  to  perfect  or  to
          preserve the perfection or priority of any of its Liens  securing


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          any Senior Debt,  or (iv) any  failure or refusal  by the  Senior
          Creditor to foreclose or to realize upon any collateral securing
          any Senior  Debt or  to take  any action  to enforce  any of  its
          rights, remedies or claims under any Senior Debt Document;

               (e)any modification or  amendment of, or  any supplement or
          addition to, any Senior Debt Document;

               (f)any waiver, consent  or other action  or acquiescence by
           the Senior Creditor in respect of any default by the Borrower in
          its performance or  observance of  or compliance  with any  term,
          covenant or condition contained in any Senior Debt Document; or

               (g)the declaration  that any  Senior Debt  Document  or any
          provision  thereof  is  null   and  void  or  illegal,   invalid,
          unenforceable or inadmissible in evidence; or the failure of  any
          Senior Debt Document to be in full force and effect. 

               The Subordinated Creditor hereby absolutely, unconditionally
          and irrevocably  assents to  and waives  notice  of any  and  all
          matters hereinbefore specified in clauses (a) through (g).
                                       ARTICLE 5 
                      AGREEMENT OF SENIOR CREDITOR AND BORROWER 
          5.1  Agreement  of  Senior   Creditor  to  Provide   Subordinated
          Creditor with  Notice.   Senior Creditor  agrees to  provide  the
          Subordinated Creditor  with  notice  of  any  and  all    written
          notice(s) of  an  Event  of  Default  that  Senior  Creditor  has
          provided to the Borrower declaring an Event of Default under  the
          Senior Loan Documents within sixty (60)  days of such fact.  Such
          notice shall be provided in writing to the disbursement agent  at
          the following address:

                              Magic Box, Inc.
                              Attention: Israel Fintz
                              16698 Northwest 54th Avenue
                              Miami, Florida  33014

               or  at  such  other  address  as  may  be  provided  by  the
          Subordinated Creditor to the Senior Creditor; and

               With a copy to:     Jerry J. Sokol, Esq.
                              McDermott, Will & Emery
                              201 South Biscayne Boulevard, Suite 2200
                              Miami, Florida  33131-4336
          5.2  Representations and Warranty of the Borrower.  The Borrower
          hereby represents to the Senior Creditor as follows: 
 
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               (a)all subordinated  debt existing  on the  date  hereof is
          Subordinated Debt. 
                                       ARTICLE 6 
                                    MISCELLANEOUS           
           6.1  Amendments, Waivers, etc.  The provisions of this Agreement
          may from time to  time be amended, modified  or  waived, if  such
          amendment, modification or waiver is in writing and consented  to
          by  the  Subordinated  Creditor,  Borrower  and  by  the   Senior
          Creditor.   No failure  or delay  on the  part of  any Person  in
          exercising any power or right under this Agreement shall  operate
          as a waiver thereof, nor shall any single or partial exercise  of
          any such power or  right preclude any  other or further  exercise
          thereof or the exercise of any  other power or right.  No  notice
          to or demand hereunder shall entitle any Person to any notice  or
          demand  in  similar  or  other  circumstances,  unless  otherwise
          required by this  Agreement.   The remedies  herein provided  are
          cumulative and not  exclusive of any  other remedies provided  at
          law or in equity.  No waiver  or approval by a Person under  this
          Agreement shall, except as may be otherwise stated in such waiver
          or approval, be  applicable to any  subsequent transactions.  No
          waiver  or  approval  hereunder  shall  require  any  similar  or
          dissimilar waiver or approval thereafter to be granted hereunder.
           6.2  Further Assurances.    The  Subordinated Creditor  and  the
          Borrower will, from  time to time  at its  own expense,  promptly
          execute and deliver  all such further  Instruments, and take  all
          such  further  action,   as  may  be   reasonably  necessary   or
          appropriate, or as the Senior Creditor may reasonably request, in
          order to carry out the intent of this Agreement.
           6.3  Specific Performance.   Senior Creditor is hereby authorized
          to demand specific performance of this Agreement at any time when
          the Subordinated Creditor shall have failed to comply with any of
          the provisions of  this Agreement applicable  to them whether  or
          not Borrower  shall  have complied  with  any of  the  provisions
          hereof applicable  to it,  and the  Subordinated Creditor  hereby
          irrevocably waives any defense based on the adequacy of a  remedy
          at law  which  might be  asserted  as a  bar  to such  remedy  of
          specific performance. 
           6.4  Severability.  Any provision  of  this Agreement  which  is
           prohibited or unenforceable in any jurisdiction shall, as to such
          jurisdiction, be ineffective to the extent of such prohibition or
          unenforceability without invalidating the remaining provisions of
          this Agreement or affecting the validity or enforceability of any
          such provision in any other jurisdiction.


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          6.5  Enforcement by  Senior  Creditor.    The  Borrower  and  the
          Subordinated Creditor acknowledge and agree that their respective
          obligations hereunder are, and are intended to be, an inducement
          and consideration to the Senior Creditor to acquire and con tinue
          to hold, or  to continue to  hold, the Senior  Debt.  The  Senior
          Creditor shall be deemed conclusively to have relied upon the ob-
          ligations hereunder of the Borrower and the Subordinated Creditor
          in acquiring and continuing  to hold, or  in continuing to  hold,
          the Senior Debt.  The Senior  Creditor is hereby made an  obligee
          hereunder  and  may  enforce  directly  the  obligations  of  the
          Borrower and  the Subordinated  Creditor contained  herein.   The
          Senior Creditor, by accepting the benefits of this Agreement,  is
          bound by the provisions hereof.
           6.6  Continuing Agreement.  This Agreement shall in all respects
          be a continuing agreement, and this Agreement and the agree ments
          and obligations  of the  Borrower and  the Subordinated Creditor
          hereunder shall remain in full force and effect until all  Senior
          Debt is indefeasibly  paid in full  or all  Subordinated Debt is
          paid in full in compliance with this Agreement.
           6.7  Successors and  Assigns.  This Agreement  shall be  binding
           upon, and shall  inure to the  benefit of, the  Borrower and  the
          Senior  Creditor  and  the   Subordinated  Creditor   and  their
          respective successors in title and assigns.  The rights and obli-
          gations of the Subordinated Creditor under this  Agreement shall
          be  assigned  automatically  to,   and  the  term   "Subordinated
          Creditor" as used in this Agreement shall automatically  include,
          any assignee or successor of such Subordinated Creditor, and such
          assignee or successor shall automatically become a party to this
          Agreement as a  Subordinated Creditor  without the  need for  the
          execution of any Instrument or the  taking of any other action.  
          The Subordinated Creditor shall deliver a  complete copy of this
          Agreement to any potential assignee or successor of the Subordi-
          nated Creditor prior to the effectiveness of any such assignment.
           At  the  request  of the    Senior  Creditor,  the  Subordinated
          Creditor shall  execute and  deliver to  the Senior  Creditor  an
          instrument of accession hereto.

          6.8  Notices.  All notices and other communications provided to a
          party hereunder shall (except as otherwise specifically provided
          herein) be in writing or by facsimile transmission and  addressed
          or delivered  to it  at its  address designated for  notices set
          forth below its signature hereto;  at the addresses specified  in
          Section 5.1 if notice is to the Subordinated Creditor; or at such
          other address as may be designated by such party in a  notice to
          the other parties.  Any notice, if mailed and properly  addressed
          with postage prepaid, and any notice, if transmitted by facsimile
          transmission, shall be deemed given when received.


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          6.9  Entire Agreement.    This Agreement  constitutes the  entire
          agreement  among  the  Borrower,  the  Senior  Creditor  and  the
          Subordinated Creditor with respect  to the subject matter  hereof
          and supersedes any prior or contemporaneous agreements, represen-
          tations, warranties or understandings,  whether oral, written  or
          implied, as to the subject matter of the Agreement.   
          6.10 CHOICE OF  LAW .   THIS  AGREEMENT  HAS  BEEN  EXECUTED  AND
          DELIVERED IN  THE STATE  OF OHIO  AND SHALL  IN ALL  RESPECTS  BE
          CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE INTERNAL LAWS OF
          SUCH STATE  APPLICABLE  TO CONTRACTS  MADE  AND TO  BE  PERFORMED
          WHOLLY WITHIN SUCH STATE.
           6.11 Service of Process.   This Subordination  Agreement shall be
           deemed made in  the state in  which the principal  office of  the
          Senior Creditor is  located, and all  documents evidencing  same,
          and all the rights and  obligations of the Subordinated  Creditor
          and the  Senior  Creditor hereunder,  shall  in any  respects  be
          governed by  and construed  in accordance  with the  laws of  the
          state in which  the principal office  of the  Senior Creditor  is
          located, including  all  matters of  construction,  validity  and
          performance.  Without limitation on the Senior Creditor's ability
          to exercise all its rights to protect or enforce the Senior Loans
          and the Subordinated Obligations,  the Subordinated Creditor  and
          the Senior  Creditor  agree  that in  any  action  or  proceeding
          commenced by  or on  behalf  of the  parties  arising out  of  or
          relating to  this Subordination  Agreement and/or  any  documents
          evidencing same, shall be commenced and maintained exclusively in
          the court  of  applicable  general jurisdiction  located  in  the
          federal district court of applicable general jurisdiction located
          in the  federal district  in which  the principal  office of  the
          Senior Creditor  is located  or any  other courts  of  applicable
          general jurisdiction  located in  the district  where the  Senior
          Creditor is located.   The Subordinated  Creditor and the  Senior
          Creditor also agree  that a summons  and complaint commencing  an
          action or proceeding in any such  courts by or on behalf of  such
          parties shall  be  properly  served  and  shall  confer  personal
          jurisdiction on  a party  to which  said party  consents, if  (a)
          served personally or by certified mail to the party at any of its
          addresses noted herein,  or (b) as  otherwise provided under  the
          laws of the  state in which  the principal office  of the  Senior
          Creditor  is   located.     The   loan(s)  or   other   financial
          accommodation(s) is in part  related to the aforesaid  provisions
          on jurisdiction, which the Senior Creditor deems a vital part  of
          this subordination arrangement.
           6.12 Waiver of  Jury Trial.    To the  extent not  prohibited  by
           Applicable Law which cannot be waived, each of the parties hereto
          waives, and  covenants  that  it  will  not  assert  (whether  as
          plaintiff, defendant or otherwise), any right to trial by jury in
          any forum in respect of any issue, claim, demand, action or cause
 
                                     E-115
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          of action arising  out of  or based  upon this  Agreement or  the
          subject matter  hereof,  in each  case  whether now  existing  or
          hereafter arising and whether in contract or tort or otherwise.  
          Each of the  parties hereto acknowledges  that the provisions  of
          this Section 6.12 constitute a material inducement upon which the
          Senior Creditor is relying and will rely in holding Senior  Debt.
            Any  party  and  the  Senior  Creditor  may  file  an  original
          counterpart or a  copy of  this Section  6.12 with  any court  as
          written evidence of the consent of each of the parties hereto  to
          the waiver of its right to trial by jury.
           6.13 Counterparts.   This Agreement  may be  executed in  several
           counterparts, each of which  shall be deemed  to be an  original,
          but all of which together shall  constitute but one and the  same
          Instrument.
           6.14 Headings.  The  descriptive headings in  this Agreement  are
          inserted for convenience of reference  only and shall not  affect
          the meaning or interpretation of this Agreement or any  provision
          hereof.
           IN WITNESS WHEREOF, the parties hereto have caused this Agreement
          to be executed under seal by their duly authorized officers as of
          the day and in the year first above written.
                                         BORROWER:
                                         ________
                                         POMEROY COMPUTER RESOURCES, INC.
               By:_____________________________________
               Title:____________________________________
               Address:_________________________________
               ______________________________________
               Fax:____________________________________
               Attention:________________________________
 
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<PAGE>
                                                         
                             SUBORDINATED CREDITOR:
                             _____________________
                                  MAGIC BOX, INC.
               By:_____________________________________
               Title:____________________________________
               Address:_________________________________
               ______________________________________
               Fax:____________________________________
               Attention:________________________________
                                         SENIOR CREDITOR:
                                         _______________
                                         STAR BANK, N.A.
               By:_____________________________________
               Title:____________________________________
               Address:_________________________________
               ______________________________________
               Fax:____________________________________
               Attention:________________________________
           STATE OF OHIO 
          COUNTY OF HAMILTON, ss: 
               On this  ____  day of  ______,  1997, before  me  personally
          appeared ____________ _______________, to me known, who, being by
          me duly sworn, declared that he is the ______________________  of
          POMEROY COMPUTER RESOURCES,  INC., a signatory  of the  foregoing
          Subordination Agreement; and that, being duly authorized, he  did
          execute  the  foregoing  Subordination  Agreement  on  behalf  of
          POMEROY  COMPUTER  RESOURCES,  INC.;   and  that  the   foregoing
          Subordination Agreement  constitutes the  free  act and  deed  of
          POMEROY COMPUTER RESOURCES, INC.
 
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               ________________________________________
                                                               NOTARY PUBLIC 
          My Commission Expires:___________________
          STATE OF FLORIDA 
          COUNTY OF DADE, ss: 
               On this ____  day of  ________, 1997,  before me  personally
          appeared ___________ ________________, to me known, who, being by
          me duly sworn, declared that  he is the _____________________  of
          MAGIC BOX,  INC.,  a  signatory of  the  foregoing  Subordination
          Agreement; and that,  being duly authorized,  he did execute  the
          foregoing Subordination Agreement on  behalf of MAGIC BOX,  INC.,
          and that the  foregoing Subordination  Agreement constitutes  the
          free act and deed of MAGIC BOX, INC.
               ________________________________________
                                        NOTARY PUBLIC 
          My Commission Expires:__________________
                                                   
           STATE OF OHIO 
          COUNTY OF HAMILTON, ss: 
               On this  ____  day  of _____,  1997,  before  me  personally
          appeared ______________  ___________________  to me  known,  who,
          being   by   me   duly   sworn,   declared   that   he   is   the
          __________________  of  STAR  BANK,  N.A.,  a  signatory  of  the
          foregoing  Subordination   Agreement;   and  that,   being   duly
          authorized, he did execute the foregoing Subordination  Agreement
          on  behalf  of   STAR  BANK,   N.A.;  and   that  the   foregoing
          Subordination Agreement constitutes the free act and deed of STAR
          BANK, N.A.. 
               ________________________________________
                                                              NOTARY PUBLIC 
          My Commission Expires:__________________
                                                   

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