INVESTOR'S CERTIFICATE


The  undersigned, Microcare Computer Services, Inc. ("Investor"),
an  Indiana  corporation, intends to acquire ____________________
(_______)  shares  of  the  common stock,  par  value  $.01  (the
"Securities")  of  POMEROY COMPUTER RESOURCES, INC.,  a  Delaware
corporation (the "Company") pursuant to the terms and  conditions
of  an  Asset Purchase Agreement entered into between the Company
and  Investor dated the ____ day of _____, 1997.  The  Securities
will be acquired by Investor from the Company upon the closing of
the transactions contemplated by the Asset Purchase Agreement.

In  order  to  induce  the  Company  to  close  the  transactions
contemplated  by the Asset Purchase Agreement and to  induce  the
Company to issue the Securities, Investor hereby certifies to the
Company as follows:

1.   Investor's full name and business address are as follows:

           Name:                           Business      Address:


      Microcare  Computer Services, Inc.       3144 N.  Shadeland
Avenue
                                   Indianapolis, Indiana 46226

2.    Investor is purchasing the Securities in its own  name  and
for  its own account and no other person has any interest  in  or
right  with respect to the Securities, nor has it agreed to  give
any person such interest or right in the future.

3.   Investor is acquiring the Securities for investment purposes
and  not  with  a  view  to or for sale in  connection  with  any
distribution   of  the  Securities.   It  recognizes   that   the
Securities have not been registered under the Securities  Act  of
1933,  as  amended (the "Act"), or qualified under the securities
laws  of  the State of Indiana or any other state, and  that  any
disposition of the Securities is subject to restrictions  imposed
by  federal and state law, and that the certificates representing
the  Securities  will bear a restrictive legend to  that  effect.
Investor  also recognizes that it cannot transfer or  dispose  of
the  Securities  absent  registration  and  qualification  or  an
available   exemption   from  registration   and   qualification.
Investor  represents that it is familiar with the  provisions  of
Rule  144  of  the  Rules and Regulations of the  Securities  and
Exchange  Commission and that it understands that the  Securities
are  "Restricted Securities" as such term is defined in said Rule
144.   The  Investor  understands that the  Indiana  Division  of
Securities has made no finding or determination relating  to  the
fairness for investment of the Securities offered by the  Company
and that no such recommendation or endorsement will be made.

4.    Investor  has  not seen nor received any  advertisement  or
general solicitation with respect to the sale of the Securities.
5.    The  total consideration to be paid by Investor to purchase
the  Securities has a value of $____________ and  consists  of  a
portion of the value of the assets of Investor being sold to  the
Company in exchange for which the Securities constitute a portion
of  the purchase price, all as more fully specified in the  Asset
Purchase Agreement.

6.    Investor  represents  by  reason  of  the  business  and/or
financial  experience  of  its  directors,  officers   and   sole
shareholder, or by reason of the business or financial experience
of  its professional advisor, who is unaffiliated with and who is

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not  compensated,  directly or directly, by the  Company  or  any
affiliate  or selling agent of the Company that it is capable  of
evaluating the merits and risks of this investment in the  shares
of the Company and protecting its own interest in connection with
the investment.

     Description of Business Experience of Board of Directors and
Shareholders:

      President and sole Shareholder has been in the industry for
12  years  from  the  beginning of the PC  era,  has  acquired  a
computer  service company and has activily invested in stocks  of
public company's for ten years.


     _____     Check if a Professional Advisor is used

         Name    and    Address    of    Professional    Advisor:
_____________________________


________________________________________________________________


_________________________________________________________________

     Describe business or experience of Professional Advisor:


________________________________________________________________


________________________________________________________________

7.     Investor  acknowledges  that  during  the  course  of  the
negotiation   of  the  Asset  Purchase  Agreement,   and   before
completing  the  acquisition  of  the  Securities,  it  has  been
provided  with financial and other written information about  the
Company.  Investor, its officers, directors and shareholders have
read  the Asset Purchase Agreement, reviewed it with counsel  and
been  given  the  opportunity  by  the  Company  to  obtain   any
information  and  ask any questions concerning the  Company,  the
Securities  and  its  investment  that  it  or  they  have   felt
necessary, and to the extent that they have availed themselves of
that  opportunity,  have  received satisfactory  information  and
answers.   If  Investor has requested any additional  information
that  the Company possessed or could acquire without unreasonable
effort  or expense and that was necessary to verify the  accuracy
of  the financial and  other written information furnished to  it
by  the Company, that additional information was provided  to  it
and   was  satisfactory.   In  reaching  the  decision  to   sell
substantially  all  of its operating assets  and  to  receive  as
partial  consideration  therefor the  Securities,  Investor,  its
officers,  directors  and shareholders have  carefully  evaluated
Investor's  financial resources and investment position  and  the
risks  associated with this investment, and Investor acknowledges
that  it  is  able to bear the economic risks of this investment.
By  electing to make this investment, Investor realizes  that  it
may lose its entire investment.  Investor fully acknowledges that
its  financial condition is such that it is not under any present
necessity  or constraint to dispose of the Securities to  satisfy
any existing or contemplated debt or undertaking.

8.    Investor  understands that the Company  will  instruct  its
transfer  agent and registrar not to transfer all or any  portion
of  the  Securities to any other person, firm or  entity,  or  to

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perform  any  registration unless the transfer is pursuant  to  a
registration  statement which is effective under the  Act  or  an
available  exemption  from the registration requirements  of  the
Act.   Investor hereby agrees that the following legend shall  be
placed  on the face or back of all certificates representing  the
Securities:

            "The   shares  of  stock  represented  by   this
     certificate   have  not  been  registered   under   the
     Securities  Act  of 1933, as amended  (the  "Act"),  or
     under any applicable state securities laws, and may not
     be  offered or resold unless registered under the  Act,
     and any applicable state securities law, or unless,  in
     the  opinion of counsel for the Investor, an  exemption
     from  registration  is available, the  availability  of
     which  must be established to the satisfaction  of  the
     Company."

9.    Investor  represents  that (a) it  is  a  corporation  duly
organized  and validly existing under the laws of  the  State  of
Indiana  and  (b)  one hundred percent (100%) of its  outstanding
stock is owned by Robert L. Versprille.

IN  WITNESS WHEREOF, the undersigned has executed this Investor's
Certificate this ____ day of __________, 1997.

                                MICROCARE COMPUTER SERVICES, INC.



                                                              By:
________________________________
                                      Robert    L.    Versprille,
President

Taxpayer Identification No.:  ____________

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