AGREEMENT
                                    ---------


This  Agreement  made and entered into this 6TH day of May, 1999, by and between
CHARLEY  G.  DOBSON  (hereinafter  referred  to as "Owner") and POMEROY COMPUTER
RESOURCES,  INC.,  a  Delaware  corporation  (hereinafter  referred  to  as
"Purchaser").

                              W I T N E S S E T H :

WHEREAS, simultaneously with the execution of this Agreement,  Purchaser entered
into  an  Asset  Purchase  Agreement  ("Asset  Purchase Agreement") with SYSTEMS
ATLANTA  COMMERCIAL  SYSTEMS,  INC., a Georgia corporation, ("Company"), for the
acquisition  of  certain  of  its  assets  (the  "Business");  and

WHEREAS,  Owner  owns  forty-two  and 59/100 percent (42.59%) of the outstanding
stock  of  Company;  and

WHEREAS, Purchaser would not have entered into the Asset Purchase Agreement with
Company  without the consent of Owner 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,  Owner  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.   As an inducement for Purchaser to enter into the Asset  Purchase  Agreement
     with  Company  (42.59%  of the  stock of which  is owned by  Owner),  Owner
     covenants  and  agrees  that for a period  equal to five (5) years from the
     closing of the Asset  Purchase  Agreement of even date,  Owner 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

     (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.


                                      - 1 -
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     (e)  Nothing  in  this  Agreement  shall  prohibit  Owner  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  Owner  from  owning  or
          purchasing any stock, or serving as an employee,  officer or director,
          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  and
          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.

     Owner has carefully  read all the terms and  conditions of this Paragraph 1
     and has given  careful  consideration  to the  covenants  and  restrictions
     imposed upon Owner  herein,  and agrees that the same are necessary for the
     reasonable and proper  protection of Owner'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 Owner that
     he will  abide by and be bound by each of the  covenants  and  restrictions
     herein; and Owner 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.  Owner  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.

                                      - 2 -
<PAGE>
     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.

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

3.   The terms and conditions of this Agreement  shall be binding upon the Owner
     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 Agreement on the day
and  year  first  above  written.


                              __________________________________
                              CHARLEY  G.  DOBSON

                              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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