PROMISSORY NOTE 
          Borrower: POMEROY COMPUTER RESOURCES, INC.; ET. AL.
                     1020 PETERSBURG RD.
                    HEBRON, KY 41048
           Lender:   STAR BANK, NATIONAL ASSOCIATION
                     REGIONAL DIVISION                    
                     425 WALNUT STREET
                     CINCINNATI, OH 45202 
           Principal Amount: $10,000,000.00  
           Initial Rate: 7.500%             Date of Note: April 30, 1997
       PROMISE TO PAY.  POMEROY COMPUTER  RESOURCES, INC., C & N CORP.,  
     XENAS COMMUNICATIONS CORP. and POMEROY COMPUTER LEASING COMPANY,
     INC. (referred to in this Note individually and collectively as  
     'Borrower')      jointly and severally promise to pay to STAR BANK,
 NATIONAL ASSOCIATION      (-Lender'), or order, in lawful money of the
 United States of  America,      
the principal amount of Ten  Million & 00/100 Dollars  ($10,000,000.00) 
     or so much as may be outstanding, together with interest on the  unpaid
      outstanding principal  balance  of each  advance.   Interest  shall  be
      calculated from  the  date of  each  advance until  repayment  of  each
      advance.

     PAYMENT.  Borrower will pay this loan in one payment of all outstanding 
     principal plus all accrued unpaid interest on July 31, 1997.
     on this Note is computed on  a 365/360 simple interest basis; that  is,
     by applying the ratio of  the annual interest rate  over a year of  360
     days, multiplied by  the outstanding principal  balance, multiplied  by
     the actual  number  of  days  the  principal  balance  is  outstanding.
     Borrower will pay  Lender at Lender's  address shown above  or at  such
     other place  as Lender  may designate  in  writing.   Unless  otherwise
     agreed or required by applicable law, payments will be applied first to
     accrued unpaid interest, then to principal, and any remaining amount to
     any unpaid collection costs and late charges.

     VARIABLE INTEREST RATE.  The interest  rate on this Note is subject  to
     change from time to time based on changes in an index which is Lender's
     Prime Rate (the 'Index').   This is the  rate Lender charges, or  would
     charge, on 90-day  unsecured loans to  the most creditworthy  corporate
     customers.  This rate may or may not be the lowest rate available  from
     Lender at any given time.  Lender will tell Borrower the current  Index
     rate upon Borrower's  request.   Borrower understands  that Lender  may
     make loans based on other rates as well.  The interest rate change will
     not occur more often than each DAY.  The Index currently is 8.500%  per
     annum.  The interest rate to be applied to the unpaid principal balance
     of this Note  will be at  a rate of  1.000 percentage  point under  the
     Index, resulting in an initial rate of 7.500% per annum.  NOTICE: Under
     no circumstances will the interest rate  on this Note be more than  the
     maximum rate allowed by applicable law.

     PREPAYMENT; MINIMUM  INTEREST CHARGE.   In  any event,  even upon  full
     prepayment of this Note, Borrower  understands that Lender is  entitled
     to  a  minimum  interest  charge  of  $50.00.  Other  than   Borrower's
     obligation to pay any minimum interest charge, Borrower may pay without
     penalty all or a portion of the amount owed earlier than it is due.

     LATE CHARGE.  If a payment  is 10 days or  more late, Borrower will  be
     charged 5.000% of the regularly scheduled payment or $50.00,  whichever
     is greater.

     DEFAULT- Borrower. will be in default if any of the following  happens:
     (a) Borrower fails to  make any payment when  due. (b) Borrower  breaks
     any promise Borrower has  made to Lender, or  Borrower fails to  comply
     with or to perform  when due any other  term, obligation, covenant,  or
     condition contained in this Note or any agreement related to this Note,
     or in any  other agreement or  loan Borrower has  with Lender. (c)  Any
     representation or statement made or furnished to Lender by Borrower  or
     on Borrower's behalf  is false or  misleading in  any material  respect
     either now  or at  the time  made or  furnished. (d)  Borrower  becomes
     insolvent, a receiver is appointed for any part of Borrower's property,
     Borrower makes  an assignment  for the  benefit  of creditors,  or  any
     proceeding is commenced  either by Borrower  or against Borrower  under
     any bankruptcy or insolvency laws. (e)  Any creditor tries to take  any
     of Borrower's property  on or in  which Lender has  a lien or  security
     interest.  This includes  a garnishment of  any of Borrower's  accounts
     with Lender.  (f)  Any  guarantor  dies or  any  of  the  other  events
     described in this default section occurs with respect to any  guarantor
     of this  Note.  (g) A  material  adverse change  occurs  in  Borrower's
     financial condition,  or Lender  believes the  prospect of  payment  or
     performance of the Indebtedness is impaired.  (h) Lender in good  faith
     deems itself insecure.

     LENDER'S RIGHTS.  Upon  default, Lender may  declare the entire  unpaid
     principal  balance  on  this  Note  and  all  accrued  unpaid  interest
     immediately due,  without  notice,  and then  Borrower  will  pay  that
     amount.  Upon default,  including failure to  pay upon final  maturity,
     Lender, at its  option, may also,  if permitted  under applicable  law,
     increase the  variable  interest rate  on  this Note  3.000  percentage
     points.  The interest rate will  not exceed the maximum rate  permitted
     by applicable law.  Lender may hire or pay someone else to help collect
     this Note if Borrower does not pay.  Borrower also will pay Lender that
     amount.  This  includes, subject to  any limits  under applicable  law,
     Lender's attorneys' fees  and Lender's  legal expenses  whether or  not
     there is a lawsuit,  including attorneys' fees  and legal expenses  for
     bankruptcy proceedings  (including  efforts  to modify  or  vacate  any
     automatic stay  or  injunction),  appeals, and  any  anticipated  post-
     judgment collection services.   If  not prohibited  by applicable  law,
     Borrower also will pay any court  costs, in addition to all other  sums
     provided by law.  This Note  has been delivered to Lender and  accepted
     by Lender in the State of Ohio.  If there is a lawsuit, Borrower agrees
     upon Lender's request to  submit to the jurisdiction  of the courts  of
     HAMILTON County, the State of Ohio.   Lender and Borrower hereby  waive
     the right to any jury trial in any action, proceeding, or  counterclaim
     brought by either  Lender or  Borrower against  the other.   This  Note
     shall be governed by and construed  in accordance with the laws of  the
     State of Ohio.

     CONFESSION OF  JUDGMENT.   Borrower hereby  irrevocably authorizes  and
     empowers any attorney-at-law, including an attorney hired by Lender, to

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     appear in any court of record and to confess judgment against  Borrower
     for the unpaid amount of this Note as evidenced by an affidavit  signed
     by an  officer  of Lender  setting  forth  the amount  then  due,  plus
     attorneys' fees as provided  in this Note, plus  costs of suit, and  to
     release all errors,. and waive all rights of appeal.  If a copy of this
     Note,  verified  by  an  affidavit,  shall  have  been  filed  in   the
     proceeding, it will not be necessary to file the original as a  warrant
     of attorney.  Borrower  waives the right to  any stay of execution  and
     the benefit  of all  exemption laws  now or  hereafter in  effect.   No
     single exercise of the foregoing warrant and power to confess  judgment
     will be deemed to exhaust the  power, whether or not any such  exercise
     shall be held by any  court to be invalid,  voidable, or void; but  the
     p6wer -will'c6ntinu'd undiminished  and may be  exercised from time  to
     time as Lender may elect until all amounts owing on this Note have been
     paid in  full.   Borrower  waives  any  conflict of  interest  that  an
     attorney hired by Lender  may have in acting  on behalf of Borrower  in
     confessing judgment against Borrower while such attorney is retained by
     Lender.   Borrower  expressly  consents to  such  attorney  acting  for
     Borrower in confessing judgment.

     DISHONORED ITEM FEE.  Borrower  will pay a fee  to Lender of $20.00  if
     Borrower  makes  a  payment  on  Borrower's  loan  and  the  check   or
     preauthorized charge with which Borrower pays is later dishonored.

     RIGHT OF SETOFF.   Borrower grants to  Lender a contractual  possessory
     security interest in, and  hereby assigns, conveys, delivers,  pledges,
     and transfers to Lender all Borrower's right, title and interest in and
     to, Borrower's accounts with Lender (whether checking, savings, or some
     other account), including without limitation all accounts held  jointly
     with someone else  and all accounts  Borrower may open  in the  future,
     excluding however all IRA  and Keogh accounts,  and all trust  accounts
     for which the grant of a security interest would be prohibited by  law.
     Borrower authorizes Lender, to the extent permitted by applicable  law,
     to charge or setoff  all sums owing  on this Note  against any and  all
     such accounts.

     COLLATERAL.  This Note is secured by SECURITY AGREEMENT COVERING ALL
     ASSETS IN THE NAMES OF POMEROY COMPUTER RESOURCES, INC., C & N CORP.,
     XENAS COMMUNICATIONS CORP., AND POMEROY COMPUTER LEASING COMPANY, INC.

     LINE OF  CREDIT.   This  Note  evidences  a revolving  line  of  credit.
     Advances under  this Note  may be  requested orally  by Borrower  or  as
     provided in this paragraph.  Lender may, but need not, require that  all
     oral  requests   be  confirmed   in   writing.     All   communications,
     instructions, or directions by telephone or  otherwise to Lender are  to
     be directed to Lender's  office shown above.   ADVANCES UNDER THIS  NOTE
     MAY BE REQUESTED IN AMOUNTS OF  $25,000.00 OR GREATER.  ANY REQUEST  FOR
     ADVANCES OF LESS THAN $25,000.00 WILL NOT BE

     HONORED.  Borrower agrees to be liable for all sums either: (a) advanced
     in accordance  with the  instructions of  an authorized  person or  (b))
     credited to  any  of  Borrower's  accounts  with  Lender.    The  unpaid
     principal balance owing  on this Note  at any time  may be evidenced  by
     endorsements on this  Note or  by Lender's  internal records,  including
     daily computer print-outs.   Lender will have  no obligation to  advance
     funds under this Note  if: (a) Borrower or  any guarantor is in  default
     under the  terms of  this Note  or any  agreement that  Borrower or  any
     guarantor has with  Lender, including any  agreement made in  connection
     with the signing  of this Note;  (b)) Borrower or  any guarantor  ceases
     doing business  or is  insolvent; (c)  any  guarantor seeks,  claims  or
     otherwise attempts to limit, modify or revoke such guarantor's guarantee
     of this Note  or any other  loan with Lender;  (d) Borrower has  applied
     funds provided  pursuant to  this Note  for  purposes other  than  those
     authorized by Lender; or (e) Lender in good faith deems itself  insecure
     under this Note or any other agreement between Lender and Borrower.

     GENERAL PROVISIONS.  If any part  of this Note cannot be enforced,  this
     fact will not affect the rest of the Note.  In particular, this  section
     means (among other  things) that Borrower  does not agree  or intend  to
     pay, and  Lender does  not  agree or  intend  to contract  for,  charge,
     collect, take, reserve  or receive (collectively  referred to herein  as
     'charge or collect'),  any amount in  the nature of  interest or in  the
     nature of  a  fee  for this  loan,  which  would in  any  way  or  event
     (including demand, prepayment, or  acceleration) cause Lender to  charge
     or collect more for this loan than the maximum Lender would be permitted
     to charge or collect by federal law or the law of the State of Ohio  (as
     applicable).   Any  such  excess interest  or  unauthorized  fee  shall,
     instead of anything stated to the  contrary, be applied first to  reduce
     the principal balance of this loan, and when the principal has been paid
     in full, be refunded to Borrower.   Lender may delay or forgo  enforcing
     any of its rights or remedies under this Note without losing them.  Each
     Borrower  understands  and  agrees  that,  with  or  without  notice  to
     Borrower, Lender may with respect to any other Borrower (a) make one or
     more  additional  secured  or   unsecured  loans  or  otherwise   extend
     additional credit; (b) after, compromise, renew, extend, accelerate,  or
     otherwise change one or more times  the time for payment or other  terms
     any indebtedness,  including  increases and  decreases  of the  rate  of
     interest on the indebtedness; (c) exchange, enforce, waive, subordinate,
     fail or decide not to perfect, and release any security, with or without
     the substitution of new collateral-, (d) apply such security and  direct
     the order or manner of sale  thereof, including without limitation,  any
     nonjudicial sale  permitted by  the terms  of the  controlling  security
     agreements, as  Lender in  its discretion  may determine;  (e)  release,
     substitute, agree not to sue, or deal with any one or more of Borrower's
     sureties, endorsers, or other guarantors on  any terms or in any  manner
     Lender may choose; and (f) determine  how, when and what application  of
     payments and credits shall  be made on any  other indebtedness owing  by
     such  other  borrower.    Borrower  and  any  other  person  who  signs,
     guarantees or endorses this  Note, to the extent  allowed by law,  waive
     presentment, demand for payment, protest and  notice of dishonor.   Upon
     any change in  the terms of  this Note, and  unless otherwise  expressly
     stated in  writing, no  party who  signs this  Note, whether  as  maker,
     guarantor, accommodation  maker  or  endorser, shall  be  released  from
     liability.   All such  parties agree  that Lender  may renew  or  extend
     (repeatedly and for any length of time) this loan, or release any  party
     or guarantor or collateral; or impair,  fail to realize upon or  perfect
     Lender's security interest in the collateral; and take any other  action
     deemed necessary by Lender without the  consent of or notice to  anyone.
     All such parties also agree that Lender may modify this loan without the
     consent of  or notice  to anyone  other  than the  party with  whom  the
     modification is made.   The obligations  under this Note  are joint  and
     several.
 
     PRIOR TO SIGNING THIS  NOTE, EACH BORROWER READ  AND UNDERSTOOD ALL  THE
     PROVISIONS OF THIS NOTE, INCLUDING THE
     VARIABLE INTEREST RATE PROVISIONS.  EACH BORROWER AGREES TO THE TERMS OF
     THE NOTE AND ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THE NOTE.

        NOTICE: FOR  THIS NOTICE  "YOU' MEANS  THE BORROWER  AND 'HIS'  MEANS
          LENDER.

        WARNING - BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE  AND
        COURT TRIAL.   IF YOU DO  NOT PAY ON  TIME, A COURT  JUDGMENT MAY  BE
        TAKEN AGAINST YOU WITHOUT  YOUR PRIOR KNOWLEDGE AND  THE POWERS OF  A
        COURT CAN BE USED  TO COLLECT FROM YOU  REGARDLESS OF ANY CLAIMS  YOU
        MAY HAVE  AGAINST THE  CREDITOR WHETHER  FOR RETURNED  GOODS,  FAULTY
        GOODS, FAILURE ON HIS PART TO COMPLY WITH THE AGREEMENT, OR ANY OTHER
        CAUSE.

                BORROWER:
                POMEROY COMPUTER RESOURCES INC.
                C & N CORP.
                XENAS COMMUNICATIONS CORPORATION, INC

                By:     
                EDWIN S. WEINSTEIN, TREASURER
                POMEROY COMPUTER LEASING COMPANY, INC., Co-Borrower

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