SEVENTH AMENDMENT TO EMPLOYMENT AGREEMENT


          THIS SEVENTH AMENDMENT TO EMPLOYMENT AGREEMENT is made  effective
          the 6th day  of January, 1998,  by and  between POMEROY  COMPUTER
          RESOURCES, INC., a Delaware corporation ("Company") and DAVID  B.
          POMEROY, II (the "Executive").

          WHEREAS, on the 12th  day of March,  1992, Company and  Executive
          executed  an  Employment  Agreement  ("Agreement")  that   became
          effective on  the  date of  the  closing of  the  initial  public
          offering of the Company (April 10, 1992); and

          WHEREAS, Company  and  Executive  entered into  an  Amendment  to
          Employment Agreement effective July 6, 1993; and

          WHEREAS, Company and Executive entered into a Second Amendment to
          Employment Agreement effective October 14, 1993;

          WHEREAS, Company and Executive entered into a Third Amendment  to
          Employment Agreement effective January 6, 1995;

          WHEREAS, Company and Executive entered into a Fourth Amendment to
          Employment Agreement effective for the fiscal year ending January
          5, 1996;

          WHEREAS, Company and Executive entered into a Fifth Amendment  to
          Employment Agreement effective January 6, 1996;

          WHEREAS, Company and Executive entered into a Sixth Amendment  to
          Employment Agreement effective January 6, 1997; and

          WHEREAS, Company and Executive desire to amend the Agreement,  as
          amended, to reflect  certain changes agreed  upon by Company  and
          Executive regarding  compensation payable  to Executive  for  the
          1998 fiscal year and thereafter. 

          NOW, THEREFORE, in  consideration of the  foregoing premises  and
          the mutual covenants  hereinafter set forth,  the parties  hereto
          covenant and agree as follows: 

          1.   Section 5(a)(iii) shall be amended as follows: 

               (iii)     During the Company's  1998 fiscal year,  Executive
                    shall be paid at the annual rate of $475,000.00.   This
                    rate shall  continue for  each subsequent  year of  the
                    Agreement unless modified by the Compensation Committee
                    as provided in Section 5(a)(iv). 

          2.   Section 5(b)(i) is amended  commencing with the 1998  fiscal
               year as follows: 

               (i)  Executive  shall  be  entitled  to  a  bonus  and  non-



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                    qualified stock option award  for the 1998 fiscal  year
                    in the event Employee satisfies the applicable criteria
                    set forth  below  of  the income  from  operations  (as
                    defined) of the Company for 1998, as follows: 

                    (i)  Income from operations greater than $28,000,000.00
                         but  less  than  or  equal  to  $33,000,000.00   =
                         $200,000.00 cash  bonus and  25,000  non-qualified
                         stock options;

                    (ii) Income from operations greater than $33,000,000.00
                         but  less  than  or  equal  to  $38,000,000.00   =
                         $300,000.00 cash  bonus and  50,000  non-qualified
                         stock options; or

                    (iii)     Income   from    operations   greater    than
                         $38,000,000.00 = $400,000.00 cash bonus and 75,000
                         non-qualified stock options. 

               Within thirty (30) days of the conclusion of the 1998 fiscal
               year of  the Corporation  and each  fiscal year  thereafter,
               Executive and  Company shall  agree  upon the  threshold  of
               operating income to  be utilized for  determining any  bonus
               and non-qualified stock options  to be awarded to  Executive
               for such year.   Such bonus  and non-qualified stock  option
               awards for each subsequent year  of this Agreement shall  be
               consistent with Executive's prior plan. 

               Any award of stock  options to acquire  the common stock  of
               the Company shall be at the fair market value of such common
               stock as  of the  applicable date.    For purposes  of  this
               Agreement, the fair market value  as of the applicable  date
               shall mean with  respect to the  common shares, the  average
               between the  high and  low bid  and  asked prices  for  such
               shares on the over the counter  market on the last  business
               day prior to the date on which the value is to be determined
               (or the next preceding date on which sales occurred if there
               were no sales on such date). 

               For purposes  of  this  Agreement,  the  term  _income  from
               operations_ shall be computed  without respect to the  bonus
               payable to the  Executive pursuant to  this Section  5(b)(i)
               and shall  exclude  any  gains or  losses  realized  by  the
               Company on  the  sale or  other  disposition of  its  assets
               (other than  in  the ordinary  course  of business).    Such
               income from operations of the Company shall be determined on
               a consolidated basis by the independent accountant regularly
               retained by the Company, subject to the foregoing provisions
               of  this  subparagraph  (i)  in  accordance  with  generally
               accepted accounting  principles.    Said  determination  and
               payment of such bonus shall be made within ninety (90)  days
               following the end of the fiscal year of the Company and  the
               determination by the accountant shall be final, binding  and



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               conclusive upon  all  parties  hereto.   In  the  event  the
               audited financial  statements  are not  issued  within  such
               ninety-day period, the  Company shall make  the payment  due
               hereunder (if any) based on its best reasonable estimate  of
               any liability hereunder, which amount shall be reconciled by
               both parties  once  the  audited  financial  statements  are
               issued.  Company shall have  the ability to advance  amounts
               to Executive  based on  the projected  amount of  the  bonus
               compensation to be paid hereunder.   In the event that  such
               advance payments are in excess of the amount due  hereunder,
               any such excess shall be reimbursed to Company by  Executive
               within ninety  (90) days  following the  end of  the  fiscal
               year.  In the event such advance payments are less than  the
               amount of said bonus as determined hereunder, any additional
               amount due Executive shall be  paid within ninety (90)  days
               following the end of the fiscal year of the Company. 

          3.   Section 5(h) is amended as follows:

               Effective upon  the  Trustee under  Executive's  Irrevocable
               Trust obtaining an additional  one million dollars of  whole
               life coverage on  the life of  Executive at standard  rates,
               line 9 of Section 5(h) is amended by inserting $2,000,000.00
               in lieu of $1,000,000.00. 

          4.   The Agreement  shall be  amended by  adding  at the  end  of
               Section 5(h), the following Section 5(i): 

               5(i) Flight Time Business  Usage (Cincinnati Air).   In  the
                    event of a Change in Control as defined under the terms
                    of this  Agreement, Executive  shall be  provided  each
                    year with one  hundred (100) hours  of flight time  for
                    business usage  by  private  air  carrier  provided  by
                    Cincinnati Air  or some  other executive  jet  services
                    that may  be designated  by Executive.   In  the  event
                    Executive does not use such designated hours of  flight
                    time for  business  usage during  any  particular  year
                    after a Change  of Control has  occurred, no  carryover
                    shall exist for any unused time. 

          5.   This Agreement shall be amended by adding at the end of  the
               Agreement, the following new Section 5(j):

               5(j) During the term  of this Agreement,  Company shall  pay
                    Executive the sum of Five Thousand Dollars  ($5,000.00)
                    per month  to enable  Company  to utilize  real  estate
                    owned by Executive in Desert Mountain, Arizona for  the
                    purposes of  conducting business  related to  Company's
                    operations in the Midwest and Southwest portions of the
                    United States  and  for  periodic  Board  of  Directors
                    meetings.   Company  and  Executive  shall  agree  upon
                    designated times  for  use  of such  property  for  the
                    purposes set forth above. 



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          6.   Section 19 shall  be amended by  adding at the  end of  such
               Section, the following language: 

               Executive shall be  awarded, effective January  6, 1998,  an
               option to  acquire  25,000 shares  of  the common  stock  of
               Company at the fair market value  of such shares on  January
               3, 1998 (the first business day prior to January 5, 1998).  
               Such  option  shall  be  awarded  to  Executive  by  Company
               pursuant to  the  terms  of  an  Award  Agreement  which  is
               attached hereto  and  incorporated herein  by  reference  as
               Exhibit C. 

          Except as modified above, the terms of the Employment  Agreement,
          as amended, are hereby affirmed and ratified by the parties. 

          IN  WITNESS  WHEREOF,  this    Seventh  Amendment  to  Employment
          Agreement has been executed  as of the day  and year first  above
          written.

          WITNESSES:                      POMEROY COMPUTER RESOURCES, INC.

          _______________________

          _______________________         By:                              
          ______________________________


          _______________________

          _______________________
               __________________________________
                                          DAVID B. POMEROY, II, Executive























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