ASSUMPTION OF LIABILITIES


THIS  ASSUMPTION  OF  LIABILITIES  is  made  this  ____  day   of
_________,  1997  by  and  between Microcare,  Inc.,  an  Indiana
corporation ("Seller No. 1"), Microcare Computer Services,  Inc.,
an  Indiana  corporation ("Seller No. 2")  and  Pomeroy  Computer
Resources, Inc., a Delaware corporation, ("Purchaser").

WHEREAS, pursuant to an Asset Purchase Agreement dated July 24th,
1997 (the "Agreement") by, between and among Purchaser and Seller
No. 1, Seller No. 2 and Robert L. Versprille, Purchaser wishes to
assume certain obligations of Seller No 1 and Seller No. 2;

NOW, THEREFORE, pursuant to the Agreement and in consideration of
the  premises,  and  for  good  and valuable  consideration,  the
receipt of which is hereby acknowledged;

1.   Assumption of Liabilities of Seller No. 1

      Purchaser  hereby accepts, assumes and agrees  to  pay  and
perform  the obligations of Seller No. 1 as set forth on  Exhibit
"1" attached hereto and made a part hereof.  Purchaser agrees  to
indemnify and hold Seller No. 1 harmless from any liability  with
respect to such assumed obligations.

2.   Assumption of Liabilities of Seller No. 2

      Purchaser  hereby accepts, assumes and agrees  to  pay  and
perform  the obligations of Seller No. 2 as set forth on  Exhibit
"1" attached hereto and made a part hereof.  Purchaser agrees  to
indemnify and hold Seller No. 2 harmless from any liability  with
respect to such assumed obligations.

3.   Excluded Liabilities

      Purchaser shall not assume or be liable for any liabilities
of  Seller  No. 1 and/or Seller No. 2 not listed on  Exhibit  "1"
attached hereto and made part hereof.

4.   The Agreement

     Nothing contained in this Assumption of Liabilities shall be
deemed  to  supersede,  restrict, impair,  diminish,  enlarge  or
expand  in  any  respect  any  of  the  obligations,  agreements,
covenants  or  warranties  of Seller  No.  1,  Seller  No.  2  or
Purchaser  contained in the Agreement.  All terms  used  in  this
Assumption of Liabilities shall have the meaning defined  in  the
Agreement.

      IN  WITNESS  WHEREOF, the parties hereto have  caused  this
Assumption  of Liabilities to be executed in their names  on  the
date first above written.

                                  MICROCARE,  INC.,  an   Indiana
corporation


                                By: _____________________________
                                       Robert    L.   Versprille,
President

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                                  MICROCARE  COMPUTER   SERVICES,
INC., an Indiana corporation


                                By: _____________________________
                                       Robert    L.   Versprille,
President


                                POMEROY COMPUTER RESOURCES, INC.,
                                a Delaware corporation


                                By: _____________________________



STATE OF OHIO       )
                    ) SS:
COUNTY OF HAMILTON  )

      The  foregoing instrument was acknowledged before  me  this
____  day of ________, 1997 by Robert L Versprille, President  of
Microcare,  Inc.  an  Indiana  corporation,  on  behalf  of   the
corporation.


                                _________________________________
                                NOTARY PUBLIC



STATE OF OHIO       )
                    ) SS:
COUNTY OF HAMILTON  )

      The  foregoing instrument was acknowledged before  me  this
____  day of ________, 1997 by Robert L Versprille, President  of
Microcare  Computer  Services, Inc. an  Indiana  corporation,  on
behalf of the corporation.


                                _________________________________
                                NOTARY PUBLIC

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<PAGE> 

STATE OF OHIO       )
                    ) SS:
COUNTY OF HAMILTON  )

      The  foregoing instrument was acknowledged before  me  this
____ day of _______, 1997 by ______________________, _________ of
Pomeroy  Computer  Resources  Inc., a  Delaware  corporation,  on
behalf of the corporation.


                                _________________________________
                                NOTARY PUBLIC













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71055
                                   EXHIBIT "1"

                    ASSUMED LIABILITIES OF
                         MICROCARE, INC.

      1.    Purchaser shall pay off the debt on certain  vehicles
being  transferred to it in      the amount of $12,457.48  as  of
the  date  hereof  and  shall assume Seller  No.  1's    deferred
service contract liability in the amount of $31,405.00 as of July
24, 1997.

      2.    Purchaser shall assume and pay, perform and discharge
when  due all of Seller No. 1's employees' accrued vacation time,
which on the date of July 24, 1997 is $13,357.38.


      3.    Purchaser shall assume and pay, perform and discharge
when due the following:

     (a)  All the obligations and liabilities of Seller No. 1 and
Seller  No.  2  arising  after the Closing  under  the  contracts
described in Sections 2.2 and 2.3 of the Agreement; and

      (b)   Seller  No.  1's  obligations and  liabilities  under
executory contracts arising after the Closing relating to  Seller
No.  1's  Yellow Pages advertisements (projected to  cost  Twelve
Thousand Six Hundred Eighteen Dollars ($12,618.00) for the period
August, 1997 through July, 1998) and Centrix agreements.

      (c)   All  product warranty liabilities and obligations  of
Seller  No.  1  arising after Closing with  respect  to  products
assembled, manufactured, distributed or sold on or prior  to  the
Closing Date up to a maximum aggregate liability of $2,000.00.

      (d)   All  future  liabilities for merchandise  in  transit
F.O.B.  shipping point which has not been received and/or entered
into  inventory by Seller No. 1 or Seller No. 2 as of the Closing
and  for which no bill has been posted by Seller No. 1 or  Seller
No. 2 as of Closing.

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