AGREEMENT
                                    ---------


This  Agreement  made  and  entered  into  this  _____ day of July, 2000, by and
between  DATANET  TANGIBLE  PRODUCTS,  LLC,  a  North Carolina limited liability
company  (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  Raleigh,  North  Carolina  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 Seller's 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  14.2(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 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


<PAGE>
(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.

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


<PAGE>
(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
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  reasonableness  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 arbitration
or  by  a  Court  of  competent  jurisdiction  to  be  reasonable.


<PAGE>
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  and  assigns.

4.     This  Agreement shall be construed in accordance with and governed by the
laws  of  the  State  of  North  Carolina.

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

                              SELLER:
                              ------

DATANET  TANGIBLE  PRODUCTS,  LLC

                              MEMBER:
                              DATANET,  INC.,  a  North  Carolina  corporation


                              By:  _____________________________________
                                    Richard  Stitt,  President



                              PURCHASER:
                              ---------

                              POMEROY  COMPUTER  RESOURCES,  INC.



                              By:  ___________________________________
                                   Stephen  E.  Pomeroy, Chief Financial Officer


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

                            STATES IN WHICH PURCHASER
                          AND/OR SUBSIDIARIES OR OTHER
                          AFFILIATES TRANSACT BUSINESS


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


<PAGE>