AGREEMENT
                                    ---------


This  Agreement  made and entered into this 6th day of May, 1999, by and between
SYSTEMS  ATLANTA  COMMERCIAL  SYSTEMS,  INC., a Georgia 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,  including  installation, training, set-up and consultation,
to  large  and  medium  size  commercial,  governmental  and  other professional
customers  throughout  the  Atlanta,  Georgia  Metropolitan  area;  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 Sellers Business of marketing and selling a broad range of
microcomputers  and  related products including equipment selection, procurement
and  configuration;  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  12.2(d)(vi)  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
     indi-rectly,   by  stock  or  other  ownership,   investment,   management,
     employment or otherwise, or in any relation-ship 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

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     (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

     (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.

     (f)  Nothing  in this  Agreement  shall  prohibit  Seller  from  owning  or
          purchasing  any  stock of  Systems  Atlanta,  Inc.,  an  affiliate  of
          Company, engaged in providing integrated systems,  including hardware,
          software and peripheral  devices and related products and services for
          entities,  persons or  governmental  entities  engaged in air  traffic
          control

     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 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

                                      - 2 -
<PAGE>
     into the Asset Purchase  Agree-ment and pay the consideration  described in
     Paragraph 2 by the  represen-tation  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  irrespec-tive  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  pro-visions 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 deter-mined by
     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 State of Georgia.

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

                              SELLER:
                              ------

                              SYSTEMS  ATLANTA  COMMERCIAL
                              SYSTEMS,  INC.



                              By:  __________________________________
                                    B.  Scott  Dobson,  Vice-President


                                      - 2 -
<PAGE>
                              PURCHASER:
                              ---------

                              POMEROY  COMPUTER  RESOURCES,  INC.



                              By:  ___________________________________
                                   Stephen  E.  Pomeroy, Chief Financial Officer

                                      - 3 -
<PAGE>
                                    EXHIBIT A
                                    ---------

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


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

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