AGREEMENT
                                              
                                              
                                              


          This Agreement  made and  entered into  this ____  day of  March,
          1998,  by  and  between  COMMERCIAL  BUSINESS  SYSTEMS,  INC.,  a
          Virginia corporation (hereinafter  referred to  as "Seller")  and
          POMEROY  COMPUTER   RESOURCES,  INC.,   a  Delaware   corporation
          (hereinafter referred to as "Purchaser").

                                W I T N E S S E T H :

          WHEREAS, Seller  is  a  full-service provider  of  a  variety  of
          computer service and support solutions  to large and medium  size
          commercial, governmental and other professional customers; and

          WHEREAS, simultaneously  with the  execution of  this  Agreement,
          Seller  and  Purchaser  have  entered  into  an  Asset   Purchase
          Agreement ("Asset Purchase Agreement") whereby Seller has sold to
          Purchaser substantially all of the  assets of Seller relating  to
          the Business; and

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

          WHEREAS, pursuant to Sections 7.1 and 14.2(d)(vii)  of said Asset
          Purchase Agreement, Seller agreed to enter into this Agreement. 

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

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

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

               (b)  Attempt to seek  or cause any  clients or customers  of
                    Purchaser or any such affiliate or subsidiary  relating
                    thereto to refrain from  continuing their patronage  of
                    the Business of Purchaser; or
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               (c)  Engage in the  Business of  Purchaser in  any state  in
                    which Purchaser  or  its  subsidiaries  has  an  office
                    during the  term of  this Agreement.    A list  of  the
                    states  in   which  Purchaser   and  its   subsidiaries
                    currently   transact  business is  attached  hereto  as
                    Exhibit A; or

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

               (e)  Nothing in this  Agreement shall  prohibit Seller  from
                    owning or purchasing less than five percent (5%) of the
                    outstanding stock of any publicly-traded company  whose
                    stock  is  traded   on  a   nationally  or   regionally
                    recognized stock exchange or is quoted on NASDAQ or the
                    OTC bulletin board or from taking any action  described
                    in items 1(b)-(d) above for the benefit of or on behalf
                    of Purchaser or any of its subsidiaries.  In  addition,
                    nothing in this  Agreement shall  prohibit Seller  from
                    continuing  to   engage  in   its  depot   repair   and
                    refurbishing of  products  business for  the  telephone
                    industry.   In addition,  the pursuing  of a  potential
                    business relationship  with  Bell  Atlantic  by  Seller
                    which,  if   effectuated,   will  be   implemented   by
                    Purchaser, shall not be precluded by this Agreement. 

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

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

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

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

               (iv) Any other  business activity  which can  reasonably  be



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                    determined  to  be   competitive  with  the   principal
                    business activity being engaged in by Purchaser or  any
                    of its subsidiaries. 

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

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



                                        - 3 -
<PAGE>





               arbitration or by  a Court of  competent jurisdiction to  be
               reasonable.

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

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

          4.   This Agreement  shall be  construed in  accordance with  and
               governed by the laws of the Commonwealth of Kentucky,  which
               is the state in which the corporate headquarters of  Pomeroy
               are located. 
           


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

                                        SELLER
                                             
                                             
                                              :

                                        COMMERCIAL BUSINESS SYSTEMS, INC.



                                        By:
          __________________________________
                                           Thomas M. Clayton, President


                                        PURCHASER
                                                
                                                
                                                 :

                                        POMEROY COMPUTER RESOURCES, INC.



                                        By:
          ___________________________________
                                          Stephen    E.   Pomeroy,    Chief
          Financial Officer










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<PAGE>







                                      EXHIBIT A
                                              
                                              
                                              

                               STATES IN WHICH POMEROY
                            AND/OR ITS PARENT CORPORATION
                        AND/OR SUBSIDIARIES TRANSACT BUSINESS

    
                    1.   Alabama
                    2.   Florida
                    3.   Georgia
                    4.   Indiana
                    5.   Illinois
                    6.   Iowa
                    7.   Kentucky
                    8.   North Carolina
                    9.   Ohio
                   10.   Oklahoma
                   11.   South Carolina
                   12.   Tennessee
                   13.   Texas
                   14.   Virginia
                   15    West Virginia