GENERAL BILL OF SALE AND ASSIGNMENT
                       -----------------------------------


KNOW  ALL  MEN  BY  THESE  PRESENTS:

That  Systems  Atlanta,  Inc.,  a  Georgia corporation, ("Company") for good and
valuable  consideration  received  by  its affiliate, Systems Atlanta Commercial
Systems,  Inc.  from  Pomeroy  Computer  Resources, Inc., a Delaware corporation
("Purchaser No. 1"), does hereby, in accordance with the terms and conditions of
Section 13 of the Asset Purchase Agreement, dated May 6, 1999 (the "Agreement"),
by,  between  and  among Systems Atlanta Commercial Systems, Inc., Purchaser No.
1,  Purchaser  No. 2 and B. Scott Dobson, Charley G. Dobson, Betty H. Dobson and
Tyler  H.  Dobson,  sell,  assign,  transfer,  convey,  deliver  and  confirm to
Purchaser  No.  1,  its  successors  and  assigns, or its nominee, those certain
assets  of  Company ("Purchased Assets No. 1") described in the Agreement as the
Purchased Assets No. 1, relating to Company's Business No. 1 as described in the
Agreement,  which  Purchased  Assets  No.  1  shall  include without limitation:

     The Purchased  Assets No. 1 but excluding the Excluded Assets as defined in
     the Agreement.

TO  HAVE  AND  TO  HOLD  to Purchaser No. 1, its successors and assigns forever.

Company hereby represents, warrants and covenants that, at and until delivery of
this  General  Bill  of  Sale  and  Assignment,  Company  has  good title to the
Purchased  Assets  No.  1,  free and clear of any imperfections of title, liens,
encumbrances,  charges, equities or restrictions, of any nature whatsoever; that
from  and  after the delivery by Company to Purchaser No. 1 of this General Bill
of  Sale and Assignment, Purchaser No. 1 will own the Purchased Assets No. 1 and
have  good  and marketable title thereto, free and clear of any imperfections of
title,  liens,  encumbrances,  charges,  equities  or restrictions of any nature
whatsoever.

Company,  for  itself  and its successors, further covenants and agrees that, in
the event there are any such Purchased Assets No. 1 covered by this General Bill
of Sale and Assignment which cannot be transferred or assigned by it without the
consent  of  or  notice  to  a third party and in respect of which any necessary
consent  or  notice has not at the date of delivery of this General Bill of Sale
and  Assignment  been  given  or obtained, the beneficial interest in and to the
asset/contract shall, in any event, pass hereby to Purchaser No. 1, and Company,
for  itself and its successors and assigns, covenants and agrees (i) to hold and
hereby  declares  that it holds such Purchased Assets No. 1 in trust for and for
the benefit of Purchaser No. 1, its successors and assigns; (ii) if requested by
Purchaser  No.  1,  Company  will  use all reasonable efforts (not including the
obligation  to  make any payment of funds incident thereto) to obtain and secure
such  consents  to  transfer  such  Purchased Assets No. 1; and (iii) to make or
complete  such  transfer  or  transfers  as  soon  as  reasonably  possible.

Company  hereby  further  covenants  that  it will, at any time and from time to
time,  at the request of Purchaser No. 1, execute and deliver to Purchaser No. 1
any  new  or  confirmatory  instrument  and  all  other  and further instruments
necessary  or  convenient, which Purchaser No. 1 may reasonably request, to vest
in  Purchaser No. 1 Company's full right, title and interest in or to any of the
Purchased  Assets  No.  1,  or  to  enable  Purchaser  No.  1 to realize upon or
otherwise  to  enjoy any such property, assets or rights or to carry into effect
the  intent  or  purpose  hereof.


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This  General  Bill  of  Sale and Assignment, being further documentation of the
transfers,  conveyances  and  assignments  provided  in  the Agreement, does not
expand  or  limit  the  rights  and  obligations  provided  in  said  Agreement.

This  instrument  shall  be  binding  upon,  inure  to  the  benefit  of  and be
enforceable  by  the Company and Purchaser No. 1 and their respective successors
and  assigns.

Any  capitalized  terms  used, but not defined herein, shall have the definition
set  forth  in  the  Agreement.

IN  WITNESS  WHEREOF,  Systems  Atlanta,  Inc.  has caused this instrument to be
executed  by  its  officer thereunto duly authorized as of this ____ day of May,
1999.

Signed  and  delivered  in                    SYSTEMS  ATLANTA,  INC.,
the  presence  of                         a  Georgia  corporation


_________________________               By:  ________________________________
                                         B.  Scott  Dobson,  Vice-President

_________________________


STATE  OF________________
COUNTY  OF______________

     BE  IT  REMEMBERED,  that  on  this  _____ day of May, 1999, before me, the
undersigned,  a  Notary Public in and for said County, personally appeared Scott
Dobson,  who  acknowledged  himself to be the Vice-President of Systems Atlanta,
Inc.,  a  Georgia  corporation,  and  that  he,  as  such  Vice-President  being
authorized  to do so, executed the foregoing instrument for the purposes therein
contained,  by signing the name of the corporation by himself as Vice-President.

     IN  WITNESS  WHEREOF,  I  have  hereunto  subscribed my name and affixed my
notarial  seal  on  the  day  and  year  last  above  written.


                              ____________________________________
                              NOTARY  PUBLIC


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