SUBORDINATION AGREEMENT
                                                     
                                                     
                                                     


               THIS SUBORDINATION AGREEMENT  (this "Agreement") is  entered
          into effective as of March ___, 1998, among (i) POMEROY  COMPUTER
          RESOURCES, INC., a  Delaware corporation  (the "Borrower"),  (ii)
          COMMERCIAL BUSINESS SYSTEMS, INC.,   a Virginia corporation,  its
          successors and assigns  (the "Subordinated  Creditor") and  (iii)
          STAR BANK, NATIONAL ASSOCIATION, an Ohio banking corporation, its
          successors or assigns (the "Senior Creditor").

                                          RECITALS

               WHEREAS, Pursuant to an Amended and Restated Loan Agreement,
          dated as of  March 14,  1996, as  amended by  a Letter  Agreement
          dated June 27,  1996, as further  amended by  a letter  agreement
          dated June 26,  1997, as further  amended by  a letter  agreement
          dated December  1,  1997, and  as  further amended  by  a  letter
          agreement dated January 28,  1998 (the "Senior Loan  Agreement"),
          between the Borrower and the Senior Creditor, the Senior Creditor
          has extended a commitment to  make available to Borrower  certain
          revolving credit loan  in the principal  amount of Forty  Million
          ($40,000,000.00) Dollars (the "Senior Loan"); and

               WHEREAS, the Senior Loan is to  be evidenced by a  revolving
          credit note  (together with  all substitutions  and  replacements
          therefor and all amendments and supplements thereof in accordance
          with the  terms of  this Agreement,  (the "Senior  Note") in  the
          maximum  principal   amount   not   to   exceed   Forty   Million
          ($40,000,000.00) Dollars; and

               WHEREAS, Borrower is using a portion of the proceeds of  the
          Senior  Loan  to  purchase   substantially  all  the  assets   of
          Subordinated Creditor's  computer service  and support  solutions
          business; and

               WHEREAS, in connection with  the acquisition of such  assets
          of Subordinated  Creditor, the  Subordinated Creditor  will  take
          back a  promissory  note  in the  original  principal  amount  of
          $1,000,000.00  plus  interest,  fees,  costs  and  other  amounts
          payable  in  respect  thereof  ("Acquisition  Debt")  in  partial
          consideration of  the  payment of  the  purchase price  for  such
          assets; and

               WHEREAS, a condition under the Senior Loan is the  execution
          and delivery of this Subordination Agreement. 

               NOW, THEREFORE,  in consideration  of the  premises and  for
          other good  and  valuable  consideration, the  parties  agree  as
          follows: 
<PAGE>






                                          ARTICLE 1
                                          DEFINITIONS

               SECTION 1.1.  Certain Terms
                                         
                                         
                                          .  The following terms, when used
          in this  Agreement, including  the  introductory paragraph  and  
                 
                 
                 
          Recitals  hereto,  shall,  except  where  the  context  otherwise
          requires, have the following meanings:
               "Acquisition Debt
                                
                                
                                " has the  meaning specified in the  fourth
          paragraph of the recitals hereto.

               "Acquisition Note
                                
                                
                                "  means  the  promissory  note  issued  by
          Borrower  to  the  Subordinated  Creditor  which  evidences   the
          Acquisition Debt. 

               "Agreement
                        
                        
                         " means this Subordination Agreement.

               "Applicable Law
                              
                              
                              " means and  includes statutes and rules  and
          regulations  thereunder  and   interpretations  thereof  by   any
          governmental  agency  charged  with  the  administration  or  the
          interpretation  thereof,   and  orders,   requests,   directives,
          instructions and notices of any governmental authority.

               "Bankruptcy or Insolvency  Proceeding
                                                   
                                                   
                                                    " means any  insolvency
          or  bankruptcy   case  or   proceeding,  or   any   receivership,
          liquidation,  reorganization,  assignment  for  the  benefit   of
          creditors or other  similar case or  proceeding for the  liquida-
          tion, dissolution, reorganization or winding up of the  Borrower,
          or of all  or any portion  of the property  of Borrower,  whether
          voluntary or involuntary, partial or complete.

               "Borrower
                       
                       
                        " has  the meaning  specified in  the  introductory
          paragraph hereto.

               "                  
                                  
                                  
                Enforcement Action"  means  (a)  the  acceleration  of  any
          Subordinated Debt, (b)  any realization or  foreclosure upon  any
          collateral securing the Subordinated Debt, (c) any demand by  the
          Subordinated Creditor for  payment of the  Subordinated Debt,  or
          (d) subject  always  to  the provisions  contained  in  the  next
          sentence, the enforcement of any of the rights or remedies of the
          Subordinated Creditor  against the  Borrower, whether  under  the
          Subordinated Debt Documents or  otherwise, and whether by  action
          at law, suit  in equity, arbitration  proceedings or otherwise.  
          The term "Enforcement Action" shall not  include or be deemed  to
          include the  giving of  notices (including,  without  limitation,
          notices of  default, notices  of Events  of Default,  notices  of
          demand for payment, notices of breaches of covenants, etc.),  the
          making of  requests  or  the  delivery  of  other  communications
          pursuant  to   and  upon   the  terms   permitted  or   otherwise
          contemplated by any of the Subordinated Debt Documents, it  being
          understood and agreed that any action of the kind described above
          in the  foregoing  sentence  may be  taken  by  the  Subordinated



                                        - 2 -
<PAGE>






          Creditor at any time and from time to time after the date  hereof
          without any limitation or restriction.

               "                          
                                          
                Enforcement Action  Notice" has  the meaning  specified  in
          Section 3.2(b).

               "                  
                                  
                                  
                Event  of  Default"  has,  in  connection  with   permitted
          payments under Section 2.6 hereof,  the meaning specified in  the
          Senior Loan Agreement and, with  respect to Standstill Events  as
          defined herein  and  as  used in  Section  3.,  has  the  meaning
          specified in the Acquisition Note. 

               "Extension of Credit
                                   
                                   
                                   "  means any loan,  letter of credit  or
          other extension of  credit of any  kind or character  and in  the
          case  of  revolving  credit  facilities,  includes  lending   and
          relending up  to the  maximum amount  thereof and  any  Permitted
          Increase. 

               "         
                         
                         
                Instrument"  means  any  contract,  agreement,   indenture,
          mortgage or other  document or writing  (whether a formal  agree-
          ment,  letter  or  otherwise)  under  which  any  obligation   is
          evidenced, assumed or  undertaken, or any  right to  any lien  is
          granted or perfected.

               "              
                              
                              
                Payment in Full" and "Paid in Full
                                                 
                                                 
                                                  " mean payment in full in
          cash.

               "Payment or Distribution on Account of Subordinated Debt" or
                                                                          
                                                                          
                                                                          
                                  
                                  
                                  
          "Payment or Distribution"  means any payment  or distribution  of
          any kind  or  character, whether  in  cash, securities  or  other
          property or  any combination  thereof, and  whether voluntary  or
          involuntary, on  account  of principal  of,  or interest  on  any
          Subordinated Debt, or on  account of any redemption,  retirement,
          repurchase or  other acquisition  for value  of any  Subordinated
          Debt.

               "Permitted        
                                 
                                 
                          Increase" means  any  increase in  the  principal
          amount of the Senior Debt effected  by Senior Lender, except  the
          aggregate amounts of  any such increases  outstanding at any  one
          time shall not exceed the amount set forth on Exhibit A  attached
          hereto. 

               "       
                       
                       
                Proceeds" shall have the meaning (a) ascribed to that  term
          under the  U.C.C. and  shall in  any event  include any  and  all
          payments or distributions  of any kind  or character received  by
          way of  exercise of  rights of  set-off, counterclaim  or  cross-
          claim, or enforcement of any claim, against the Borrower, (b) any
          and all proceeds of any insurance, indemnity, warranty,  guaranty
          of letter of credit payable to  the Borrower with respect to  any
          collateral securing the Subordinated Debt or Senior Debt, or  (c)
          any and all other  amounts from time to  time paid or payable  or



                                        - 3 -
<PAGE>






          distributable under or  with respect to  any collateral  securing
          the Subordinated Debt or Senior Debt. 

               "Star Bank, National  Association
                                               
                                               
                                                ", as used  in the  defined
          terms "Senior  Debt"  and  "Senior  Debt  Documents",  means  and
          includes Star  Bank, National  Association, the  party  executing
          this Agreement as Senior Creditor, and its successors or  assigns
          in  title  and  any   so-called  "participants"  purchasing   any
          participating interests or so-called "participants" in any of the
          rights, title  or interest  of  Star Bank,  National  Association
          under any of the Senior Debt  Documents or in relation to any  of
          the Senior Debt.

               "                         
                                         
                                         
                Reorganization Securities" means  securities issued by  the
          Borrower (or any successor) in exchange for all Subordinated Debt
          upon the effectiveness of a plan of reorganization in  bankruptcy
          of the  Borrower that  are either  (a) equity  securities of  the
          Borrower having no mandatory  redemption, repurchase or  dividend
          obligations, and that  are not convertible  into or  exchangeable
          for  any   securities  having   mandatory  payment,   redemption,
          repurchase or dividend obligations or (b) debt securities of  the
          Borrower the payment of  which is subordinated,  at least to  the
          extent  provided   in  this   Agreement  with   respect  to   the
          Subordinated Debt, prior  to the Payment  in Full  of the  Senior
          Debt, provided
                        
                       
                         that no class of  Senior Debt is impaired  (within
          the meaning of  Section 1124  of Title  11 of  the United  States
          Code) by such plan of reorganization.

               "Senior Creditor
                              
                              
                               " has the meaning specified in the introduc-
          tory paragraph hereto.

               "Senior Debt
                           
                           
                           " means all  indebtedness and other  obligations
          of the Borrower, contingent or otherwise, to the Senior Creditor,
          now or hereafter existing, under or with respect to:

                    (a)  Extension of Credit by  the Senior Creditor  under
          the Senior Debt Documents  in an aggregate outstanding  principal
          amount not exceeding Forty Million Dollars ($40,000,000.00).

                    (b)  interest  (including  interest  accruing  at   the
          contract  rate  after  the  commencement  of  any  Bankruptcy  or
          Insolvency Proceeding, whether or not such interest is an allowed
          claim in such  proceeding) on Extensions  of Credit described  in
          clause (a)
                    
                    
                      of  this definition  and  on any  Permitted  Increase
          described  in  clause  (c)
                                   
                                   
                                      below,  and  fees,  costs,  expenses,
          indemnities, reimbursements and other amounts owing to the Senior
          Creditor on Extensions of Credit described in clause (a) of  this
          definition; and

                    (c)  any Permitted Increase.




                                        - 4 -
<PAGE>






               "                     
                                     
                                     
                Senior Debt Documents" means, collectively, (a) the  Senior
          Loan Agreement and  (b) the Senior  Note (       
                                                          
                                                           
                                                    subject        
                                                                  
                                                                   
                                                             always to  the
          provisions of  the defined  term "Senior  Debt") and  each  other
          Instrument executed in connection with or evidencing,  governing,
          guaranteeing or securing any indebtedness under any such document
          or any  Permitted  Increase, all  as  the same  may  be  amended,
          modified  or  supplemented  pursuant  to  the  terms  thereof  in
          accordance with the provisions of this Agreement. 

               "Senior  Loan
                           
                           
                            "  has  the  meaning  specified  in  the  first
          paragraph of the Recitals
                                  
                                  
                                    hereto.

               "                     
                                     
                                     
                Senior Loan  Agreement" has  the meaning  specified in  the
          first paragraph of the Recitals
                                        
                                        
                                          hereto.

               "Standstill Event
                                
                                
                                " means the occurrence  of any one or  more
          of the Events of Default
                                 
                                 
                                   under the Acquisition Note.

               "Standstill  Event   Notice
                                          
                                          "  shall   mean  the   date   the
          Subordinated Creditor shall have provided written notice of  such
          Standstill Event to the Senior Creditor and Borrower. 


               "Standstill Period
                                 
                                 
                                 "  means, in  relation to  any  Standstill
          Event, the period beginning on the  date the Standstill Event  in
          relation to such Standstill Period shall have occurred and ending
          on the date determined pursuant to Section 3.1(a). 

               "Subordinated Creditor
                                     
                                     
                                     "  has the  meaning specified  in  the
          introductory paragraph hereto  or any holder  of the  Acquisition
          Note. 

               "                
                                
                                
                Subordinated Debt" means all indebtedness and other obliga-
          tions of the Borrower, contingent or otherwise, now or  hereafter
          existing, under  or  in  respect of  the  Acquisition  Note,  and
          interest (including interest accruing after the occurrence of  an
          Event of  Default  as defined  in  the Acquisition  Note),  fees,
          costs, expenses,  indemnities, reimbursements  thereon and  other
          amounts payable in  respect thereof (including  any such  obliga-
          tions to prepay, repurchase, retire, redeem or acquire for  value
          any such indebtedness).

               "                           
                                           
                                           
                Subordinated Debt Documents"  means, collectively, (a)  the
          Acquisition  Note  and  (b)  each  Instrument  now  or  hereafter
          executed in connection with or evidencing, governing, guarantying
          or securing any indebtedness under any such document.

               "U.C.C.
                     
                     
                      " means  the Uniform  Commercial Code,  as in  effect
          from time to time in the State of Ohio.





                                        - 5 -
<PAGE>






               SECTION 1.2.                         
                                                    
                                                    
                              Senior  Loan  Agreement.    Unless  otherwise
          defined herein or the context  otherwise requires, terms used  in
          this Agreement, including the introductory paragraph and        
                                                                          
                                                                          
                                                                   Recitals
          hereto, that  are defined  in the  Senior Loan  Agreement (as  in
          effect on the date hereof), have the meanings given to such terms
          in the Senior Loan Agreement (as in effect on the date hereof).

               SECTION 1.3.   U.C.C. Definitions
                                               
                                               
                                                .  Unless otherwise defined
          herein  or  the  context  otherwise  requires,  terms  for  which
          meanings are provided in the U.C.C.  are used in this  Agreement,
          including the introductory  paragraph and  Recitals
                                                             
                                                            
                                                              hereto,  with
          such meanings.

               SECTION 1.4.   General Provisions Relating to Definitions
                                                                        
                                                                        
                                                                        .  
          Terms for  which meanings  are defined  in this  Agreement  shall
          apply equally  to the  singular and  plural  forms of  the  terms
          defined.  Whenever  the context  may require,  any pronoun  shall
          include the corresponding masculine, feminine and neuter forms.  
          The  term  "including"  means  including,  without  limiting  the
          generality of any  description preceding  such term.   Except  as
          otherwise expressly provided herein, each reference herein to any
          Person shall include a reference  to such Person's successors  in
          title and  assigns  or  (as the  case  may  be)  his  successors,
          assigns,  heirs,  executors,   administrators  and  other   legal
          representatives.  Except as otherwise expressly provided  herein,
          references to any Instrument defined  in this Agreement refer  to
          such Instrument  as  originally  executed,  or,  if  subsequently
          varied, replaced or supplemented from time to time, as so varied,
          replaced or supplemented and  in effect at  the relevant time  of
          reference thereto.

                                          ARTICLE 2
                                          DEBT SUBORDINATION ARRANGEMENTS

               SECTION 2.1.   Agreement to Subordinate
                                                      
                                                      
                                                      .   The Borrower  and
          the Subordinated Creditor agree with and  for the benefit of  the
          Senior Creditor that  all Subordinated Debt  is hereby  expressly
          subordinated and made junior in right  of payment, to the  extent
          and in  the  manner provided  in  this Agreement,  to  the  prior
          Payment in Full of all Senior Debt.

               SECTION 2.2.                                      
                                                                 
                                                                 
                              Bankruptcy or Insolvency Proceeding.  In  the
          event of any Bankruptcy or Insolvency Proceeding:

                    (a)  The Senior  Creditor shall  first be  entitled  to
          receive Payment in Full  of all Senior  Debt before the  Subordi-
          nated Creditor  shall  be  entitled to  receive  any  payment  or
          distribution  on  account  of   Subordinated  Debt  (other   than
          distributions in the form of Reorganization Securities); and

                    (b)  the Senior Creditor shall  be entitled to  receive



                                        - 6 -
<PAGE>






          (until Payment  in  Full  of all  Senior  Debt)  any  payment  or
          distribution  on  account  of   Subordinated  Debt  (other   than
          distributions in the form of Reorganization Securities) which may
          be payable or deliverable to the Subordinated Creditor (including
          any such payment or distribution payable or deliverable by virtue
          of the  provisions  of,  or  any  security  for,  any  Instrument
          governing indebtedness which is  subordinate and junior in  right
          of payment to the Subordinated Debt).   

               SECTION 2.3.                                               
                                                                          
                                                                          
                              Delivery of Prohibited Payments or  Distribu-
                                                                 
                                                                 
                                                                 
          tions on Account of Subordinated Debt to Senior Creditor.  If any
          Payment or Distribution  on Account of  Subordinated Debt  (other
          than distributions in  the form of  Reorganization Securities  or
          distributions authorized by Sections 2.6 and 2.8) is collected or
          received by  the  Subordinated  Creditor, then  such  payment  or
          distribution shall be  paid over  or delivered  forthwith to  the
          Senior Creditor.

               SECTION 2.4.   Subrogation
                                        
                                        
                                         .  Upon payment in full in cash of
          all Senior Debt, the  Subordinated Creditor shall be  immediately
          subrogated to the rights of the Senior Creditor (to the extent of
          the payments  and distributions  previously  made to  the  Senior
          Creditor pursuant to the provisions of this Article 2
                                                              
                                                              
                                                               ) to receive
          payments and distributions of property of the Borrower applicable
          to Senior Debt until all amounts owing on Subordinated Debt shall
          be paid  in full.   No  payments or  distributions applicable  to
          Senior Debt  which the  Subordinated  Creditor shall  receive  by
          reason of  its  being subrogated  to  the rights  of  the  Senior
          Creditor pursuant to the provisions of this Section 2.4
                                                                
                                                                
                                                                  shall, as
          between the Borrower  and its  creditors, other  than the  Senior
          Creditor and the Subordinated Creditor, be deemed to be a payment
          by the Borrower to or for the account of Subordinated Debt;  and,
          for the purposes  of such subrogation,  no payments or  distribu-
          tions to  the  Senior  Creditor of  any  property  to  which  the
          Subordinated Creditor would be entitled except for the provisions
          of this Agreement, and no payment pursuant to provisions of  this
          Agreement to the  Senior Creditor by  the Subordinated  Creditor,
          shall, as between the Borrower and  its creditors, if any,  other
          than the Senior Creditor and the Subordinated Creditor, be deemed
          to be a payment by the Borrower  to or for the account of  Senior
          Debt, it being understood that  the provisions of this  Agreement
          are intended  solely for  the purpose  of defining  the  relative
          rights of the  Subordinated Creditor, on  the one  hand, and  the
          Senior Creditor, on the other hand, and nothing contained in this
           Section 2.4
                      
                      
                       or  elsewhere in this  Agreement is  intended to  or
          shall impair,  as  between  the  Borrower  and  the  Subordinated
          Creditor, the  obligation  of  Borrower, which  is  absolute  and
          unconditional, to pay  to the Subordinated  Creditor, subject  to
          the rights  of  the Senior  Creditor  under this  Agreement,  the
          Subordinated Debt  as and  when the  same  shall become  due  and
          payable in accordance with its terms.



                                        - 7 -
<PAGE>







               SECTION 2.5.                                    
                                                               
                                                               
                              Senior Defaults  and  Acceleration.   In  any
          circumstances where Section 2.2 does not apply, the  Subordinated
          Creditor will not be entitled to receive or retain any direct  or
          indirect payment (except any payment previously made by  Borrower
          to the Subordinated Creditor which complied with Sections 2.6 and
          2.8) (in  cash,  property,  by set-off  or  otherwise)  from  the
          Borrower of or on account of any Acquisition Debt if: 

                    (a)   all or  any part of  the Senior Debt  is due  and
          payable at stated maturity, by acceleration or otherwise; or

                    (b)    at  the   time  of  making   such  payment   and
          immediately after  giving effect  thereto, there  shall exist  an
          Event of Default under the Senior Loan Agreement. 

               SECTION 2.6.   Permitted
                                               
                                               
                                               
                                        Payments.       The    Subordinated
          Creditor shall not be entitled to  receive or retain any  prepay-
          ment (in  cash,  property, by  set-off  or otherwise)  of  or  on
          account of the  Acquisition Note until  such time  as the  Senior
          Debt is paid  in full.   Provided that there  exists no Event  of
          Default (or event which  would become and  Event of Default  with
          notice or the passage  of time) under  the Senior Loan  Agreement
          which  remains  uncured,  the  Subordinated  Creditor  shall   be
          entitled to receive and  retain interest repayment and  principal
          repayment, under  the Acquisition  Debt  in accordance  with  the
          terms of the Acquisition Note. 

               SECTION 2.7.   Turn-Over  of  Payments  Received
                                                              
                                                              
                                                               .    If  the
          Subordinated Creditor shall receive  any payment with respect  to
          the Acquisition  Note  which  the Subordinated  Creditor  is  not
          permitted to receive and retain pursuant to this Agreement,  such
          payment shall be held in trust  by the Subordinated Creditor  for
          the benefit of, and shall be paid over promptly on demand to  the
          Senior Creditor or its successors  and assigns, as their  respec-
          tive interests may appear, for application to the payment of  all
          Senior Debt remaining unpaid until the same shall have been  paid
          in full in cash, after giving effect to any concurrent payment or
          distribution to  the  Senior  Creditor.    No  such  payments  or
          distributions to  the  Senior  Creditor  or  its  successors  and
          assigns shall be deemed to discharge the Senior Debt until it  is
          repaid in full.

               SECTION 2.8.   Permitted Payments; Right to Retain Payments
                                                                         
                                                                         
                                                                          .
           Notwith-standing the foregoing,  any payment in  respect of  the
          Acquisition Debt  made  in  compliance with  the  terms  of  this
          Agreement and received by the Subordinated Creditor shall  become
          its sole and absolute  property and shall not  be subject to  any
          payment over  or  any distribution  to  or claim  by  the  Senior
          Creditor or any other  person, unless at the  time of receipt  of
          such payment (i) an event specified in either Section 2.2, 2.5(a)



                                        - 8 -
<PAGE>






          or 2.5(b) shall have occurred and be continuing and with  respect
          to an event specified in Section 2.5(b) only, the Senior Creditor
          shall have  given  Subordinated  Creditor notice  of  such  event
          within sixty  (60)  days  of the  occurrence  of  such  event  of
          default.  In  the event that  the Subordinated Creditor  receives
          any payment on the Subordinated Debt made in compliance herewith,
          and Senior Creditor has not given any notice as described  above,
          such payment shall conclusively be  determined to be a  permitted
          payment hereunder, otherwise, upon receipt of such notice  within
          such sixty (60) day period, Subordinated Creditor shall  promptly
          remit  such  payment  to  Senior  Creditor  for  application   in
          accordance with Section 2.3 hereof.

               SECTION 2.9.   Borrower's   Obligations   Absolute
                                                                
                                                                
                                                                 .      The
          provisions of  this  Agreement  are solely  for  the  purpose  of
          defining the relative rights of Senior Creditor as the holder  of
          the Senior Debt, Borrower and the holder of the Acquisition Note.
           Nothing herein shall  impair, as  between the  Borrower and  the
          Senior Creditor, its successors or assigns, as the holder of  any
          Senior Debt, the obligations of the Borrower, which are  uncondi-
          tional and  absolute, to  pay to  the holder  thereof the  Senior
          Debt, in accordance with the terms of the Senior Loan  Agreement.
           Nothing herein shall  impair, as  between the  Borrower and  the
          Subordinated Creditor, the obligations of the Borrower which  are
          unconditional  and  absolute  to  pay  Subordinated  Creditor  in
          accordance with the terms of the Acquisition Note, subject to the
          terms of this Subordination Agreement. 


                                          ARTICLE 3
                    LIMITATIONS ON CERTAIN ENFORCEMENT ACTIONS

               SECTION 3.1.                                  
                                                             
                                                             
                              Imposition of Standstill Period.
           
                    (a)   Each Standstill Period will commence on the  date
          the Standstill Event in relation to such Standstill Period  shall
          have occurred and will  terminate upon the  earliest to occur  of
          (i) the date which is 180 days after the later of (a)  occurrence
          of an Event of Default as defined in the Acquisition Note or  (b)
          the giving of the Standstill Event  Notice; (ii) the date,  after
          such Standstill  Period  shall have  commenced,  such  Standstill
          Event shall have  been cured or  waived or  shall otherwise  have
          ceased to exist; or (iii) March ___, 2000.

                    (b)   At any time during a Standstill Period,  Borrower
          or Senior  Creditor may  cause any  Event  of Default  under  the
          Acquisition Debt to be cured and, in such event, the Subordinated
          Creditor shall not  have any  right to  accelerate the  principal
          payment of  the Acquisition  Debt as  relates  to such  Event  of
          Default that was cured. 




                                        - 9 -
<PAGE>






               SECTION 3.2.                                       
                                                                  
                                                                  
                              Limitations  on  Enforcement  Actions.    The
          Subordinated Creditor will not take any Enforcement Action  until
          such time as:

                    (a)  any Standstill Period is no longer continuing; and

                    (b)  the Subordinated Creditor shall have given to  the
          Borrower and the  Senior Creditor not  less than  30 days'  prior
          written notice (an "Enfor
                                                       
                                                       
                                                       
                                   cement Action Notice") of the intent  of
          the Subordinated Creditor to take such Enforcement  Action.

               SECTION 3.3.                  
                                             
                                             
                              Certain Notices.   The Subordinated  Creditor
          shall not take  any action of  the kind described  in the  second
          sentence of  the  defined  term "Enforcement  Action"  until  the
          Subordinated Creditor  shall have  given the  Senior Creditor  at
          least two (2) days prior notice to the taking thereof.

               SECTION 3.4.                                               
                                                                          
                                                                          
                              Limitations on Commencement of Bankruptcy  or
                               
                               
                               
          Insolvency  Proceeding.    The  Subordinated  Creditor  will  not
          commence or institute, or join with  any other Person or  Persons
          in  commencing  or  instituting,  any  Bankruptcy  or  Insolvency
          Proceeding.

               SECTION 3.5.   Limitation on Remedies  Upon Acceleration  of
                                                                          
                                                                          
                                                                          
                     
                     
                     
          Senior Debt.    Notwithstanding  any contrary  provision  of  any
          Subordinated Debt Document, the  acceleration of any Senior  Debt
          by the commencement of legal  proceedings by the Senior  Creditor
          against the Borrower to enforce payment of any Senior Debt  shall
          entitle the Subordinated Creditor to accelerate Subordinated Debt
          or take  other  Enforcement  Action (subject  to  the  applicable
          provisions of Section 2.3 of this Agreement). 


                                          ARTICLE 4
                                          WAIVERS

               SECTION 4.1.   Waivers of Notice, etc
                                                    
                                                    
                                                    .   The obligations  of
          the Subordinated Creditor under this Agreement, and the  subordi-
          nation arrangements contained herein, shall not be to any  extent
          or in any way or manner whatsoever impaired or otherwise affected
          by any of the following, whether or not the Subordinated Creditor
          shall have had any notice or knowledge of any thereof:

                    (a)  the dissolution, termination of existence,  death,
          bankruptcy, liquidation,  insolvency, appointment  of a  receiver
          for all  or any  part  of the  property  of, assignment  for  the
          benefit of creditors by, or the commencement of any Bankruptcy or
          Insolvency Proceeding by or against, the Borrower;






                                       - 10 -
<PAGE>






                    (b)  the absorption, merger or consolidation of, or the
          effectuation  of  any  other  change  whatsoever  in  the   name,
          membership, constitution or place of formation of, the Borrower;

                    (c)  any extension or postponement of the time for  the
          payment of any Senior Debt, the acceptance of any partial payment
          thereon, any and all other  indulgences whatsoever by the  Senior
          Creditor in respect  of any  Senior Debt,  the taking,  addition,
          substitution or release,  in whole  or in  part, at  any time  or
          times, of  any  collateral  securing  any  Senior  Debt,  or  the
          addition, substitution or release,  in whole or  in part, of  any
          Person or Persons primarily or  secondarily liable in respect  of
          any Senior Debt;

                    (d)  any action or delay in acting or failure to act on
          the part of the Senior Creditor  under any Senior Debt  Documents
          or in respect of the Senior  Debt or any collateral securing  any
          Senior Debt or otherwise, including (i) any action by the  Senior
          Creditor to  enforce any  of its  rights, remedies  or claims  in
          respect of  any collateral  securing any  Senior Debt,  (ii)  any
          failure by the Senior Creditor  strictly or diligently to  assert
          any rights  or  to pursue  any  remedies or  claims  against  the
          Borrower or any other Person or  Persons under any of the  Senior
          Debt Documents or  provided by statute  or at law  or in  equity,
          (iii) any  failure  by  the Senior  Creditor  to  perfect  or  to
          preserve the perfection or priority of any of its Liens  securing
          any Senior Debt,  or (iv) any  failure or refusal  by the  Senior
          Creditor to foreclose or to realize upon any collateral  securing
          any Senior  Debt or  to take  any action  to enforce  any of  its
          rights, remedies or claims under any Senior Debt Document;

                    (e)  any modification or amendment  of, or any  supple-
          ment or addition to, any Senior Debt Document;

                    (f)  any waiver, consent  or other  action or  acquies-
          cence by the  Senior Creditor in  respect of any  default by  the
          Borrower in its performance or  observance of or compliance  with
          any term,  covenant or  condition contained  in any  Senior  Debt
          Document; or

                    (g)  the declaration that any  Senior Debt Document  or
          any provision  thereof  is null  and  void or  illegal,  invalid,
          unenforceable or inadmissible in evidence; or the failure of  any
          Senior Debt Document to be in full force and effect. 

               The Subordinated Creditor hereby absolutely, unconditionally
          and irrevocably  assents to  and waives  notice  of any  and  all
          matters hereinbefore specified in clauses (a)
                                                      
                                                      
                                                        through (g)
                                                                  
                                                                  
                                                                   ,






                                       - 11 -
<PAGE>






                                          ARTICLE 5
                                          AGREEMENT OF SENIOR CREDITOR  AND
          BORROWER

               SECTION 5.1.                                               
                                                                          
                                                                          
                              Agreement  of  Senior  Creditor  to   Provide
                                            
                                            
                                            
          Subordinated Creditor  with Notice.   Senior  Creditor agrees  to
          provide the Subordinated  Creditor with notice  of any  and all  
          written notice(s) of an Event of Default that Senior Creditor has
          provided to the Borrower declaring an Event of Default under  the
          Senior Loan Documents within ten (10) business days of such fact.
          Such notice  shall be  provided in  writing to  the  disbursement
          agent at the following address: 

                         Commercial Business Systems, Inc.
                         Attention:  Thomas M. Clayton
                         14321 Sommerville Court
                         Midlothian, Virginia  23113

          or at such other address as  may be provided by the  Subordinated
          Creditor to the Senior Creditor; and

          With a copy to:     Saunders, Cary & Patterson
                         9100 Arboretum Parkway, Suite 300
                         Richmond, Virginia  23236
                         Attention:  Edwin Gadberry, III

               Notwithstanding the agreement of Senior Creditor to  deliver
          notices pursuant to  the terms above,  Subordinated Creditor  and
          Borrower hereby acknowledge that the failure to delivery any such
          notice shall not (i) affect or be deemed to be a waiver by Senior
          Creditor of  any of  the rights  or remedies  of Senior  Creditor
          under this Agreement or  (ii) create any  liability on behalf  of
          Senior Creditor  with respect  to  such failure  to  Subordinated
          Creditor.

               SECTION 5.2.   Representations and Warranty of the Borrower
                                                                         
                                                                         
                                                                          .
           The  Borrower  hereby  represents  to  the  Senior  Creditor  as
          follows: 

                    (a)  all subordinated debt existing on the date  hereof
               is Subordinated Debt. 













                                       - 12 -
<PAGE>






                                      ARTICLE 6
                                    MISCELLANEOUS

               SECTION 6.1.   Amendments, Waivers, etc
                                                      
                                                      
                                                      .  The provisions  of
          this Agreement may  from time to  time be amended,  modified or  
          waived, if such amendment, modification  or waiver is in  writing
          and consented to  by the Subordinated  Creditor, Borrower and  by
          the Senior Creditor.   No  failure or delay  on the  part of  any
          Person in  exercising any  power or  right under  this  Agreement
          shall operate  as  a waiver  thereof,  nor shall  any  single  or
          partial exercise of any such power or right preclude any other or
          further exercise thereof or  the exercise of  any other power  or
          right.  No notice to or demand hereunder shall entitle any Person
          to any notice or demand in similar or other circumstances, unless
          otherwise required  by  this  Agreement.    The  remedies  herein
          provided are cumulative and not  exclusive of any other  remedies
          provided at law or in equity.  No waiver or approval by a  Person
          under this Agreement shall, except as may be otherwise stated  in
          such waiver or approval, be applicable to any subsequent transac-
          tions.  No waiver or approval hereunder shall require any similar
          or  dissimilar  waiver  or  approval  thereafter  to  be  granted
          hereunder.

               SECTION 6.2.   Further   Assurances
                                                 
                                                 
                                                  .      The   Subordinated
          Creditor and the  Borrower will,  from time  to time  at its  own
          expense, promptly execute  and deliver all  such further  Instru-
          ments, and take  all such further  action, as  may be  reasonably
          necessary  or  appropriate,  or   as  the  Senior  Creditor   may
          reasonably request,  in order  to carry  out the  intent of  this
          Agreement.

               SECTION 6.3.   Specific Performance
                                                  
                                                  
                                                  .    Senior  Creditor  is
          hereby authorized to demand  specific performance of this  Agree-
          ment at any time when the Subordinated Creditor shall have failed
          to comply with any of the provisions of this Agreement applicable
          to them whether or not Borrower  shall have complied with any  of
          the provisions  hereof applicable  to  it, and  the  Subordinated
          Creditor hereby  irrevocably  waives  any defense  based  on  the
          adequacy of a remedy at law which  might be asserted as a bar  to
          such remedy of specific performance. 

               SECTION 6.4.   Severability
                                         
                                         
                                          .     Any   provision   of   this
          Agreement which is prohibited  or unenforceable in any  jurisdic-
          tion shall, as to such jurisdiction, be ineffective to the extent
          of such prohibition or unenforceability without invalidating  the
          remaining provisions of this Agreement or affecting the  validity
          or  enforceability   of  any   such   provision  in   any   other
          jurisdiction.

               SECTION 6.5.                                
                                                           
                                                           
                              Enforcement by Senior Creditor.  The Borrower
          and the Subordinated  Creditor acknowledge and  agree that  their



                                       - 13 -
<PAGE>






          respective obligations hereunder are, and are intended to be,  an
          inducement and consideration  to the Senior  Creditor to  acquire
          and continue to hold, or to  continue to hold, the Senior Debt.  
          The Senior Creditor shall be  deemed conclusively to have  relied
          upon  the  obligations   hereunder  of  the   Borrower  and   the
          Subordinated Creditor in acquiring and continuing to hold, or  in
          continuing to  hold, the  Senior Debt.   The  Senior Creditor  is
          hereby made an  obligee hereunder  and may  enforce directly  the
          obligations  of  the  Borrower  and  the  Subordinated   Creditor
          contained herein.  The Senior Creditor, by accepting the benefits
          of this Agreement, is bound by the provisions hereof.

               SECTION 6.6.   Continuing Agreement
                                                  
                                                  
                                                  .   This Agreement  shall
          in all respects be a continuing agreement, and this Agreement and
          the agreements and obligations of  the Borrower and the  Subordi-
          nated Creditor hereunder  shall remain in  full force and  effect
          until all  Senior  Debt  is indefeasibly  paid  in  full  or  all
          Subordinated Debt is paid in full in compliance with this  Agree-
          ment.

               SECTION 6.7.   Successors and Assigns
                                                   
                                                   
                                                    .  This Agreement shall
          be binding upon, and shall inure to the benefit of, the  Borrower
          and the Senior Creditor and  the Subordinated Creditor and  their
          respective successors in title and assigns.  The rights and obli-
          gations of the Subordinated  Creditor under this Agreement  shall
          be  assigned  automatically  to,   and  the  term   "Subordinated
          Creditor" as used in this Agreement shall automatically  include,
          any assignee or successor of such Subordinated Creditor, and such
          assignee or successor shall automatically become a party to  this
          Agreement as a  Subordinated Creditor  without the  need for  the
          execution of any Instrument or the  taking of any other action.  
          The Subordinated Creditor shall deliver  a complete copy of  this
          Agreement to any potential assignee or successor of the  Subordi-
          nated Creditor prior to the effectiveness of any such assignment.
           At the  request  of  the    Senior  Creditor,  the  Subordinated
          Creditor shall  execute and  deliver to  the Senior  Creditor  an
          instrument of accession hereto.

               SECTION 6.8.   Notices
                                    
                                    
                                     .   All notices  and other  communica-
          tions provided to  a party hereunder  shall (except as  otherwise
          specifically provided  herein)  be  in writing  or  by  facsimile
          transmission and  addressed or  delivered to  it at  its  address
          designated for notices set forth  below its signature hereto;  at
          the addresses  specified  in Section  5.1  if notice  is  to  the
          Subordinated Creditor;  or  at  such  other  address  as  may  be
          designated by such party in a  notice to the other parties.   Any
          notice, if mailed  and properly addressed  with postage  prepaid,
          and any notice, if  transmitted by facsimile transmission,  shall
          be deemed given when received.

               SECTION 6.9.                  
                                             
                                             
                              Entire Agreement.  This Agreement constitutes



                                       - 14 -
<PAGE>






          the entire agreement among the Borrower, the Senior Creditor  and
          the Subordinated  Creditor with  respect  to the  subject  matter
          hereof and supersedes  any prior  or contemporaneous  agreements,
          representations,  warranties  or  understandings,  whether  oral,
          written or implied, as to the subject matter of this Agreement.

               SECTION 6.10.                
                                            
                                            
                              CHOICE OF  LAW.    THIS  AGREEMENT  HAS  BEEN
          EXECUTED AND DELIVERED  IN THE  STATE OF  OHIO AND  SHALL IN  ALL
          RESPECTS BE  CONSTRUED IN  ACCORDANCE WITH  AND GOVERNED  BY  THE
          INTERNAL LAWS OF SUCH STATE APPLICABLE  TO CONTRACTS MADE AND  TO
          BE PERFORMED WHOLLY WITHIN SUCH STATE.

               SECTION 6.11.  Service  of  Process
                                                  
                                                  
                                                  .    This   Subordination
          Agreement shall  be  deemed  made  in  the  state  in  which  the
          principal office  of  the Senior  Creditor  is located,  and  all
          documents evidencing same, and all the rights and obligations  of
          the Subordinated  Creditor  and the  Senior  Creditor  hereunder,
          shall in any respects be governed by and construed in  accordance
          with the laws of the state  in which the principal office of  the
          Senior  Creditor   is   located,   including   all   matters   of
          construction, validity and  performance.   Without limitation  on
          the Senior  Creditor's  ability to  exercise  all its  rights  to
          protect  or  enforce  the   Senior  Loan  and  the   Subordinated
          Obligations, the Subordinated  Creditor and  the Senior  Creditor
          agree that in any action or proceeding commenced by or on  behalf
          of the parties arising out of  or relating to this  Subordination
          Agreement  and/or  any  documents   evidencing  same,  shall   be
          commenced and maintained exclusively  in the court of  applicable
          general jurisdiction  located in  the federal  district court  of
          applicable general jurisdiction located  in the federal  district
          in which the principal office of  the Senior Creditor is  located
          or any other courts of applicable general jurisdiction located in
          the  district  where  the  Senior  Creditor  is  located.     The
          Subordinated Creditor and the Senior  Creditor also agree that  a
          summons and complaint commencing an  action or proceeding in  any
          such courts by  or on behalf  of such parties  shall be  properly
          served and shall confer personal jurisdiction on a party to which
          said party consents,  if (a)  served personally  or by  certified
          mail to the party at any of its addresses noted herein, or (b) as
          otherwise provided  under the  laws of  the  state in  which  the
          principal office of the Senior Creditor is located.  The  loan(s)
          or other financial  accommodation(s) is  in part  related to  the
          aforesaid provisions on jurisdiction,  which the Senior  Creditor
          deems a vital part of this subordination arrangement.

               SECTION 6.12.                       
                                                   
                                                   
                              Waiver of  Jury Trial.    To the  extent  not
          prohibited by Applicable Law which cannot be waived, each of  the
          parties hereto  waives, and  covenants that  it will  not  assert
          (whether as  plaintiff, defendant  or  otherwise), any  right  to
          trial by  jury in  any  forum in  respect  of any  issue,  claim,
          demand, action or cause  of action arising out  of or based  upon



                                       - 15 -
<PAGE>






          this Agreement or the subject matter hereof, in each case whether
          now existing or hereafter arising and whether in contract or tort
          or otherwise.  Each of the  parties hereto acknowledges that  the
          provisions of this             
                                         
                             Section 6.12 constitute a material  inducement
          upon which  the  Senior Creditor  is  relying and  will  rely  in
          holding Senior Debt.  Any party and the Senior Creditor may  file
          an original counterpart or a copy  of this             
                                                                 
                                                                 
                                                     Section 6.12 with  any
          court as written evidence of the  consent of each of the  parties
          hereto to the waiver of its right to trial by jury.

               SECTION 6.13.             
                                         
                                         
                              Counterparts.  This Agreement may be executed
          in several counterparts, each of which  shall be deemed to be  an
          original, but all of which together shall constitute but one  and
          the same Instrument.

               SECTION 6.14.  Headings
                                     
                                     
                                      .  The  descriptive headings in  this
          Agreement are  inserted for  convenience  of reference  only  and
          shall not affect the meaning or interpretation of this  Agreement
          or any provision hereof.

               IN WITNESS  WHEREOF, the  parties  hereto have  caused  this
          Agreement to  be executed  under seal  by their  duly  authorized
          officers as of the day and in the year first above written.

                                        POMEROY COMPUTER RESOURCES, INC.


                                        By:______________________________
                                        Title:___________________________

          Address:                      _________________________
                                        _________________________

          Fax:                          _________________________

          Attention:                      _________________________
                                        _________________________

















                                       - 16 -
<PAGE>






                                        STAR BANK, NATIONAL ASSOCIATION


                                        By:______________________________
                                        Title:___________________________

          Address:                      _________________________
                                        _________________________

          Fax:                          _________________________

          Attention:                      _________________________
                                        _________________________


                                        COMMERCIAL BUSINESS SYSTEMS, INC.


                                        By:______________________________
                                        Title:  President

          Address:                      _________________________
                                        _________________________

          Fax:                          _________________________

          Attention:                      _________________________
                                        _________________________



          STATE OF OHIO       )
                              :  SS:
          COUNTY OF HAMILTON  )


               On  this  ____  day  of  ______________,  19___,  before  me
          personally appeared  _______________________, to  me known,  who,
          being by me duly sworn, declared  that he is the  _______________
          of POMEROY COMPUTER RESOURCES, INC., a signatory of the foregoing
          Subordination Agreement; and that, being duly authorized, he  did
          execute  the  foregoing  Subordination  Agreement  on  behalf  of
          POMEROY  COMPUTER  RESOURCES,  INC.;   and  that  the   foregoing
          Subordination Agreement  constitutes the  free  act and  deed  of
          POMEROY COMPUTER RESOURCES, INC.


                                        _________________________________
                                        Notary Public
          My Commission Expires:                  
                                                 
                                                 
                                                 
          STATE OF OHIO       )



                                       - 17 -
<PAGE>






                              :  SS:
          COUNTY OF HAMILTON  )

               On this ____  day of  ________, 1998,  before me  personally
          appeared ____ ________, to me known, who, being by me duly sworn,
          declared that he is the President of COMMERCIAL BUSINESS SYSTEMS,
          INC., a signatory of  the foregoing Subordination Agreement;  and
          that,  being  duly  authorized,  he  did  execute  the  foregoing
          Subordination Agreement on behalf of COMMERCIAL BUSINESS SYSTEMS,
          INC., and that the foregoing Subordination Agreement  constitutes
          the free act and deed of COMMERCIAL BUSINESS SYSTEMS, INC.


                                        ________________________________
                                        Notary Public

          My Commission Expires:                  
                                                 
                                                 
                                                 

          STATE OF OHIO       )
                              :  SS:
          COUNTY OF HAMILTON  )

               On this ____  day of _________,  1998, before me  personally
          appeared _______________,  to me  known, who,  being by  me  duly
          sworn, declared that he is the __________ of STAR BANK,  NATIONAL
          ASSOCIATION,  a   signatory   of  the   foregoing   Subordination
          Agreement; and that,  being duly authorized,  he did execute  the
          foregoing  Subordination  Agreement  on  behalf  of  STAR   BANK,
          NATIONAL  ASSOCIATION;  and  that  the  foregoing   Subordination
          Agreement constitutes  the  free  act  and  deed  of  STAR  BANK,
          NATIONAL ASSOCIATION. 


                                        ________________________________
                                        Notary Public
          My Commission Expires:  __________


















                                       - 18 -