ASSIGNMENT AND ASSUMPTION OF LEASE



          This Assignment of  Lease (_Assignment_) entered  into as of  the
          _____ day  of March,  1998, by  and between  COMMERCIAL  BUSINESS
          SYSTEMS, INC., a Virginia  corporation (_Assignor_), and  POMEROY
          COMPUTER RESOURCES, INC., a Delaware corporation (_Assignee_).


          WHEREAS, Assignor, as tenant, and  Carmel, Inc., a West  Virginia
          corporation, (_Landlord_), as  landlord, entered  into a  certain
          Lease Agreement, dated the  26th  day of  May 1993, amended by  a
          Lease Extension,  dated  the  10th day  of  December,  1996  (the
          _Lease_), covering the real property (the _Property_) located  at
          300 Roxalana Road, Dunbar, West Virginia; and

          WHEREAS, Assignee has purchased  substantially all of  Assignor's
          assets relating  to its  computer service  and support  solutions
          business, and in connection therewith, Assignor desires to assign
          to Assignee, and  Assignee desires to  assume from Assignor,  the
          Lease and  all of  the rights,  benefits, and  privileges of  the
          tenant thereunder;

          NOW,  THEREFORE,  in  consideration  of  the  foregoing  and  the
          agreements and  covenants herein  set forth  and other  good  and
          valuable consideration paid by Assignee to Assignor, the  receipt
          and sufficiency  of which  are hereby  acknowledged, the  parties
          agree as follows:


           1.           
                        
                        
               Assignment.  Assignor hereby  assigns unto  Assignee all  of
               the  tenant's  interest  in  the  Lease,  effective  as   of
               ________________, 1998 (the _Effective Date_).


           2.  Representations
                             
                             
                              .  Assignor hereby warrants and covenants  to
               Assignee that  (i) Assignor  is the  current holder  of  the
               tenant's interest under the Lease,  (ii) a true and  correct
               copy of the Lease presently in  force is attached hereto  as
               Exhibit _A,_ and (iii) to Assignor's knowledge, no state  of
               facts currently exists that, with the passage of time or the
               giving of a  written notice,  or both,  would constitute  an
               event of default under the terms of the Lease.


           3.           
                        
                        
               Assumption.  Assignor  shall  not  be  responsible  to   the
               Landlord under the Lease for the discharge or performance of
               any duties or obligations to  be performed or discharged  by
               the  tenant  thereunder  after  the  Effective  Date.     By
               accepting this assignment,  and by  its execution,  Assignee
               hereby assumes  and  agrees to  perform  all of  the  terms,
               covenants and conditions to be performed by the tenant under



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               the Lease, from and after the Effective Date.


           4.  Mutual Indemnification
                                    
                                    
                                     .  Assignee hereby agrees to indemnify
               and hold  harmless Assignor  from and  against any  and  all
               loss,  cost  or  expense  (including,  without   limitation,
               reasonable  attorneys'   fees)   resulting  by   reason   of
               Assignee's failure  to perform  any  of the  obligations  of
               tenant under the Lease after  the Effective Date.   Assignor
               hereby agreements to  indemnify and  hold harmless  Assignee
               from  and  against  any  and  all  loss,  cost  or   expense
               (including, without limitation, reasonable attorneys'  fees)
               resulting by reason  of the failure  of Assignor to  perform
               any of the obligations of the  tenant under the Lease on  or
               prior to the Effective Date.


           5.  Condition Precedent
                                 
                                 
                                  .  This Assignment is contingent upon the
               written consent of the Landlord.


           6.  Binding Effect
                             
                             .  All of the covenants, terms and  conditions
               set forth herein shall  be binding upon  and shall inure  to
               the benefit  of  the  parties hereof  and  their  respective
               successors and assigns.


          IN WITNESS WHEREOF, the parties have executed this Assignment  as
          of the date first above written.

                                               
                                               
                                               
                                        ASSIGNOR:

                                        COMMERCIAL BUSINESS SYSTEMS, INC.



               BY:_____________________________________
                                                                  President


                                        ASSIGNEE
                                               
                                               
                                                :

                                        POMEROY COMPUTER RESOURCES, INC.



               BY:_____________________________________









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                                       CONSENT

          The undersigned hereby consents to the foregoing Assignment.

                                        LANDLORD
                                               
                                               
                                                :
                                        CARMEL, INC.


               BY:_____________________________________















































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