ASSIGNMENT AND ASSUMPTION AGREEMENT
                       -----------------------------------


     THIS ASSIGNMENT and Assumption Agreement (Assignment) is made this 6th  day
of  May, 1999 by and between SYSTEMS ATLANTA COMMERCIAL SYSTEMS, INC., a Georgia
corporation  (Seller),  and  POMEROY  COMPUTER  RESOURCES,  INC.,  a  Delaware
corporation  (Purchaser  No.  1).

     WHEREAS,  pursuant to an Asset Purchase Agreement, dated May 6th, 1999 (the
Agreement),  by and among Purchaser No. 1, Pomeroy Select Integration Solutions,
Inc.  (Purchaser  No.  2"), Seller, B. Scott Dobson, Charley G. Dobson, Betty H.
Dobson  and  Tyler  H.  Dobson, Purchaser No. 1 wishes to assume Sellers rights,
benefits  and  privileges  of  certain  contracts,  and  Seller  is  desirous of
assigning  to  Purchaser  No.  1  all  of its rights, benefits and privileges in
certain  contracts.

     NOW,  THEREFORE,  in  consideration of the foregoing and the agreements and
covenants  herein  set  forth, and other good and valuable consideration paid by
Purchaser  No.  1  to  Seller,  the  receipt and sufficiency of which are hereby
acknowledged,  the  parties  agree  as  follows:

ASSIGNMENT:
----------

1.   Seller does hereby sell, assign, transfer and convey to Purchaser No. 1, to
     the extent legally permitted, the contracts set forth on Exhibit A attached
     hereto,  and all of  Sellers  rights,  interest,  benefits  and  privileges
     thereunder.

REPRESENTATIONS:
---------------

2.   Seller  hereby  represents,  warrants and covenants to Purchaser No. 1 that
     (i)  Seller is a party to the  contracts  listed  on  Exhibit A and has not
     sold,  assigned,  transferred or conveyed its interest therein to any other
     person or entity;  (ii) Seller has complied  with and  fulfilled all of its
     duties and obligations under the contracts,  is not in default, and has not
     breached any of the terms or  provisions of the contracts and the contracts
     remain in full force and effect as of the date hereof;  (iii) Seller is not
     aware of any facts or circumstances which give rise or could give rise with
     the giving of notice or the  lapsing  of time to a breach or default  under
     the  contracts;  and (iv) the other  parties to the  contracts set forth on
     Exhibit  A are not in  default  and have not  breached  any of the terms or
     provisions of the contracts.

ADDITIONAL  ACTION  BY  SELLER:
------------------------------

3.   To the extent this Assignment does not result in a complete transfer of the
     contracts  to Purchaser  No. 1 because of a  prohibition  in the  contracts
     against Sellers  assignment of any of its rights  thereunder,  Seller shall
     cooperate  with  Purchaser  No.  1 in any  reasonable  manner  proposed  by
     Purchaser  No. 1 (which shall not be required to expend any funds  incident
     thereto) to complete the  acquisition of the contracts and Sellers  rights,
     benefits  and  privileges  thereunder  in order to  fulfill  and  carry out
     Sellers  obligations  under  the  Agreement.  Such  additional  action  may
     include,  but is not limited to: (i) entering  into a  subcontract  between
     Seller and Purchaser No. 1 which allows  Purchaser No. 1 to perform Sellers
     duties under the contracts set forth on

                                  Page 1 of 3
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     Exhibit  A and to  enforce  Sellers  rights  thereunder;  (ii)  the sale of
     Sellers stock owned by B. Scott Dobson,  Charley G. Dobson, Betty H. Dobson
     and Tyler H. Dobson to  Purchaser  No. 1 on terms to which all parties then
     mutually agree in good faith to allow  Purchaser No. 1 to operate Seller as
     a wholly-owned  subsidiary to enforce the contracts; or (iii) entering into
     a new multi-party  agreement with the customers identified in the contracts
     set forth on Exhibit A which  allows  Purchaser  No. 1 to  perform  Sellers
     obligations and enforce Sellers rights under the contracts.

ASSUMPTION  OF  OBLIGATIONS:
---------------------------

4.   Purchaser No. 1 shall be responsible  for the  performance and discharge of
     all the duties and  obligations  of Seller  contained  in the  contract set
     forth on Exhibit A upon the earlier to occur of: (i) the  completion of the
     assignment  of the  contracts and Sellers  rights,  interest,  benefits and
     privileges thereunder;  or (ii) in accordance with any proposed transaction
     contemplated  or set forth in Paragraph 3 hereof,  or (iii) Purchaser No. 1
     is receiving the entire economic benefit from such contracts.

MUTUAL  INDEMNIFICATION:
-----------------------

5.   Purchaser No. 1 hereby  agrees to indemnify  and hold harmless  Seller from
     and  against  any  and  all  loss,  cost  or  expense  (including,  without
     limitation,  reasonable  attorneys fees),  resulting by reason of Purchaser
     No. 1s  failure  to  perform  any of the  obligations  of Seller  under the
     Contracts after the date that Purchaser No. 1 actually  acquires all of the
     rights,  interest,  benefits  and  privileges  of  the  Seller  under  each
     contract. Seller hereby agrees to indemnify and hold harmless Purchaser No.
     1 from and against any and all loss,  cost or expense  (including,  without
     limitation,  reasonable  attorneys fees) resulting by reason of the failure
     of  Seller  to  perform  any of the  obligations  of the  Seller  under the
     contracts  on or prior to the date that the rights,  interest,  privileges,
     benefits  and any  interest  in the  contracts  are  actually  assigned  to
     Purchaser No. 1.

BINDING  EFFECT:
---------------

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

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

WITNESSES:                            SELLER:
                                      ------


____________________________          SYSTEMS  ATLANTA  COMMERCIAL SYSTEMS. INC.

____________________________          BY:________________________________
                                          B. Scott Dobson, Vice-President

____________________________


____________________________             ________________________________
                                          B. SCOTT DOBSON,  Individually


                                  Page 2 of 3
<PAGE>

____________________________


____________________________             ________________________________
                                          CHARLEY G. DOBSON, Individually

____________________________


____________________________             _______________________________
                                          BETTY H. DOBSON,  Individually

____________________________


____________________________             _______________________________
                                         TYLER H.  DOBSON, Individually


WITNESSES:                               PURCHASER  NO.  1:
                                         -----------------

____________________________             POMEROY COMPUTER RESOURCES, INC.


____________________________             BY: ___________________________________
                                             Stephen E. Pomeroy, Chief Financial
                                             Officer

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