POMEROY IT SOLUTIONS, INC.

                     FIRST AMENDMENT TO AMENDED AND RESTATED
                              EMPLOYMENT AGREEMENT

     This  First  Amendment To Amended And Restated Employment Agreement is made
effective  as  of  the  6th  day  of  January,  2004,  by and between Pomeroy IT
Solutions,  Inc.,  a  Delaware  corporation  ("Company")  and Stephen E. Pomeroy
("Executive").

     WHEREAS,  on  the ____ day of November, 2003, Company and Executive entered
into an Amended and Restated Employment Agreement; and

     WHEREAS,  Company  and  Executive desire to amend the agreement, to reflect
certain  changes  agreed  upon  by  Company and Executive regarding compensation
payable to Executive for the 2004 fiscal year of Company.

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

     1.     Sections  5(b)  and  5(c)  are  amended  to  set forth the following
criteria, for the 2004 fiscal year bonus plan for Executive as follows:

          (b)     Annual  Bonus.  Executive  shall  be  entitled  to a bonus and
                  -------------
     non-qualified  stock  option  award  for  the 2004 fiscal year in the event
     Executive  satisfies  the  applicable  criteria  set  forth  below  of  the
     Company's  Gross  Sales  and  the  Company's Net Profit Before Taxes Margin
     ("NPBT  Margin")  (as  hereinafter  defined)  of  the  Company for 2004, as
     follows:

               (i)  Gross Sales of Company greater than $645,000,000.00 but less
                    than  or equal to $680,000,000.00 with a NPBT Margin greater
                    than  2.7%  but  less than or equal to 3% equals $300,000.00
                    cash  bonus  and  50,000  non-qualified  stock  options;

               (ii) Gross Sales of Company greater than $645,000,000.00 but less
                    than  or  equal  to  $700,000,000.00  with  a NPBT Margin of
                    greater  than  3%  equals  $500,000,000.00  cash  bonus  and
                    100,000  non-qualified  stock  options;

               (iii)Gross Sales of Company greater than $680,000,000.00 but less
                    than  or equal to $700,000,000.00 with a NPBT Margin greater
                    than  2.7%  but  less than or equal to 3% equals $400,000.00
                    cash  bonus  and  75,000  non-qualified  stock  options;


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               (iv) Gross  Sales  of Company greater than $700,000,000.00 with a
                    NPBT Margin greater than 2.5% but less than or equal to 2.7%
                    equals $500,000.00 cash bonus and 75,000 non-qualified stock
                    options;

               (v)  Gross  Sales  of Company greater than $700,000,000.00 with a
                    NPBT  Margin  greater than 2.7% but less than or equal to 3%
                    equals  $600,000.00  cash  bonus  and  100,000 non-qualified
                    stock  options;  and

               (vi) Gross  Sales  of Company greater than $700,000,000.00 with a
                    NPBT  Margin  greater  than 3% equals $800,000.00 cash bonus
                    and  125,000  non-qualified  stock  options.

          (c)     Annual  Bonus  Determination.  Within  thirty (30) days of the
                  ----------------------------
     conclusion  of  the  2004  fiscal  year of the Company and each fiscal year
     thereafter,  Executive  and Company shall agree upon the threshold of Gross
     Sales  and  Net Profit Before Taxes Margin or any other performance-related
     criteria  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
     Employment  Agreement  shall  be  consistent  with  Executive's prior plan.

          Any  award  of  stock  options  to acquire the common stock of Company
     shall be at the fair market value of such common stock as of the applicable
     date.  For  purposes of this Employment Agreement, the fair market value as
     of  the  applicable  date  shall  mean  with  respect to 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 section, the term "Gross Sales" shall mean the
     gross  sales  of  equipment and software and services by Company during the
     applicable  period  on  a  consolidated  basis.  In making such Gross Sales
     determination,  all  gains  and  losses  realized  on  the  sale  or  other
     disposition  of Company assets not in the ordinary course of business shall
     be  excluded;  all  refunds,  returns or rebates which are made during such
     period  shall be subtracted along with all accounts receivable derived from
     such  sales  that are written off during such period in accordance with the
     Company's  accounting  system.

          For  purposes  of  this  Agreement, the "NPBT Margin" shall be the Net
     Profit Before Taxes of Company on a consolidated basis divided by its Gross
     Sales.  For  purposes  of this Agreement, the NPBT Margin shall be


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     computed  without  regard  to  the  bonus  payable to Executive pursuant to
     Section  5(b)  or any bonus payable to David B. Pomeroy, II under the terms
     of  his Employment Agreement, shall exclude any gains or losses realized by
     Company  on  the  sale or other disposition of its assets other than in the
     ordinary  course  of business (and shall exclude any extraordinary one-time
     charges made by Company during such fiscal year). Such Gross Sales and NPBT
     Margin  shall  be  determined  on  a  consolidated basis by the independent
     accountant  regularly  retained  by  the  Company, subject to the foregoing
     provisions  of  this subparagraph and 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
     conclusive  on  all  parties  hereto.  In  the  event the audited financial
     statements are not issued within such ninety (90) day period, Company shall
     make  the  payment  due  hereunder,  if  any,  based on its best reasonable
     estimate  of  any  liability  hereunder, which amount shall be recorded and
     shall  be  reconciled by both parties once the audited financial statements
     are  issued. Company shall have the ability to advance amounts to Executive
     based  upon  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.

          In  the event that Company would acquire during its 2004 fiscal year a
     company  that  had gross revenues in excess of $100,000,000.00 for its most
     recently  concluded  fiscal year, Company and Executive shall in good faith
     determine  whether  any  adjustments  to  the  Gross  Sales and NPBT Margin
     criteria  set  forth  above,  whether  upward or downward, shall be made in
     order  to  reflect  the effect of such acquisition on the operations of the
     Company.

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


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     IN WITNESS WHEREOF, this First Amendment To Amended And Restated Employment
Agreement has been executed as of the day and year first above written.

WITNESSES:                                POMEROY  IT  SOLUTIONS,  INC.


_______________________

_______________________                 By:   ________________________________


_______________________                   ____________________________________
                                           Stephen E. Pomeroy
_______________________


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