AGREEMENT
                                    ---------


This  Agreement  made  and  entered  into  this  _____ day of July, 2000, by and
between  DATANET, INC., a North Carolina corporation (hereinafter referred to as
"Seller")  and  POMEROY  COMPUTER  RESOURCES,  INC.,  a  Delaware  corporation
(hereinafter  referred  to  as  "Purchaser").

                              W I T N E S S E T H :

WHEREAS,  Seller is a full-service provider of a variety of computer service and
support  solutions,  including  installation, training, set-up and consultation,
to  large  and  medium  size  commercial,  governmental  and  other professional
customers  throughout  the  Raleigh,  North  Carolina  Metropolitan  area;  and

WHEREAS,  simultaneously  with  the  execution  of  this  Agreement,  Seller and
Purchaser  have  entered  into  an  Asset  Purchase  Agreement  ("Asset Purchase
Agreement") whereby Seller has sold to Purchaser substantially all of the assets
of  Seller  relating to Seller's Business of marketing and selling a broad range
of  microcomputers  and  related  products  including  equipment  selection,
procurement  and  configuration;  and

WHEREAS,  the Purchaser would not have entered into the Asset Purchase Agreement
with  Seller  without  the  consent of Seller to enter into this Covenant Not to
Compete  Agreement;  and

WHEREAS,  pursuant  to  Sections  7.1  and  14.2(d)(vi)  of  said Asset Purchase
Agreement,  Seller  agreed  to  enter  into  this  Agreement.

NOW,  THEREFORE,  in  consideration  of the mutual promises and covenants herein
contained  and  in  consideration  of  the  execution  and  closing of the Asset
Purchase  Agreement,  the  parties  hereto  agree  as  follows:

1.   In  consideration of the payments to be made by Purchaser to Seller for its
     assets,  Seller  covenants  and agrees that for a period  equal to five (5)
     years from the closing of the Asset Purchase Agreement of even date, Seller
     will not,  or with any other  person,  corporation  or entity,  directly or
     indirectly, by stock or other ownership, investment, management, employment
     or otherwise, or in any relationship whatsoever:

     (a)  Solicit,  divert or take away or  attempt to  solicit,  divert or take
          away,  any  of  the  business,  clients,  customers  or  patronage  of
          Purchaser  or any  affiliate  or  subsidiary  thereof  relating to the
          Business of Purchaser, as defined below; or


<PAGE>
     (b)  Attempt to seek or cause any clients or  customers of Purchaser or any
          such  affiliate  or  subsidiary   relating  thereto  to  refrain  from
          continuing their patronage of the Business of Purchaser; or

     (c)  Engage in the Business of Purchaser in any state in which Purchaser or
          its  subsidiaries  has an office during the term of this Agreement.  A
          list of the states in which Purchaser and its  subsidiaries  currently
          transact business is attached hereto as Exhibit A; or

     (d)  Knowingly  employ or engage,  or  attempt to employ or engage,  in any
          capacity,  any person in the employ of the  Purchaser or any affiliate
          or subsidiary.

     (e)  Nothing  in this  Agreement  shall  prohibit  Seller  from  owning  or
          purchasing less than five percent (5%) of the outstanding stock of any
          publicly-traded  company  whose  stock is  traded on a  nationally  or
          regionally recognized stock exchange or is quoted on NASDAQ or the OTC
          bulletin  board or from taking any action  described in items 1(b)-(d)
          above  for the  benefit  of or on behalf  of  Purchaser  or any of its
          subsidiaries.

     For purposes of this Section,  the  "Business of Purchaser"  shall mean any
     person, corporation, partnership or other legal entity engaged, directly or
     indirectly,  through  subsidiaries or affiliates,  in the following line of
     business:

     (i)  Distributing of computer hardware,  software,  peripheral devices, and
          related  products and services to other entities or persons engaged in
          any  manner  in the  business  of the  distribution,  sale,  resale or
          servicing,  whether at the  wholesale or retail  level,  or leasing or
          renting, of computer hardware, software, peripheral devices or related
          products;

     (ii) Sale or  servicing,  whether  at the  wholesale  or retail  level,  or
          leasing or renting, of computer hardware, software, peripheral devices
          or related products;

     (iii)Sale,   servicing,    or   supporting   of   microcomputer   products,
          microcomputer  support  solutions and computer  integration  products,
          peripheral  devices and related  products  and the sale of  networking
          services; and

     (iv) Any other  business  activity which can reasonably be determined to be
          competitive with the principal  business  activity being engaged in by
          Purchaser or any of its subsidiaries.


                                       -2-
<PAGE>
     Seller has carefully  read all the terms and conditions of this Paragraph 1
     and has given  careful  consideration  to the  covenants  and  restrictions
     imposed upon Seller herein,  and agrees that the same are necessary for the
     reasonable and proper protection of Seller's Business acquired by Purchaser
     and have been  separately  bargained for and agrees that Purchaser has been
     induced  to  enter  into  the  Asset   Purchase   Agreement   and  pay  the
     consideration described in Paragraph 2 by the representation of Seller that
     it will  abide by and be bound by each of the  covenants  and  restrictions
     herein;  and Seller agrees that Purchaser is entitled to injunctive  relief
     in the event of any breach of any covenant or restriction  contained herein
     in addition to all other remedies provided by law or equity.  Seller hereby
     acknowledges  that each and every one of said covenants and restrictions is
     reasonable  with  respect  to the  subject  matter,  the length of time and
     geographic area embraced  therein,  and agrees that irrespective of when or
     in what  manner  this  agreement  may be  terminated,  said  covenants  and
     restrictions   shall  be  operative  during  the  full  period  or  periods
     hereinbefore mentioned and throughout the area hereinbefore described.

     The parties  acknowledge that this Agreement,  which Agreement is ancillary
     to the main thrust of the Asset Purchase  Agreement,  is being entered into
     to protect the legitimate business interests of Purchaser,  including,  but
     not limited to, (i) trade secrets;  (ii) valuable  confidential business or
     professional  information that otherwise does not qualify as trade secrets;
     (iii)  substantial  relationships  with  specific  prospective  or existing
     customers or clients;  (iv) client or customer good will associated with an
     on-going  business  by way of trade name,  trademark,  or service  mark,  a
     specific  geographic  location,  or a specific marketing or trade area; and
     (v) extraordinary or specialized  training. In the event that any provision
     or  portion  of  Paragraph  1 shall  for any  reason  be  held  invalid  or
     unenforceable,  it is agreed that the same shall not affect the validity or
     enforceability of any other provision of Paragraph 1 of this Agreement, but
     the remaining provisions of Paragraph 1 of this Agreement shall continue in
     force and effect; and that if such invalidity or unenforceability is due to
     the  reasonableness  of the line of  business,  time or  geographical  area
     covered by certain  covenants  and  restrictions  contained in Paragraph 1,
     said covenants and  restrictions  shall  nevertheless be effective for such
     line of business,  period of time and for such area as may be determined by
     arbitration or by a Court of competent jurisdiction to be reasonable.

     2.   The  consideration  for Seller's  covenant not to compete shall be One
          Dollar  ($1.00)  and  other  valuable  consideration,   including  the
          consideration  paid by the  Purchaser  to Seller  pursuant to an Asset
          Purchase  Agreement to which Seller and  Purchaser are parties of even
          date herewith.

     3.   The terms and conditions of this  Agreement  shall be binding upon the
          Seller and Purchaser, and their successors and assigns.


                                       -3-
<PAGE>
     4.   This Agreement  shall be construed in accordance  with and governed by
          the laws of the State of North Carolina.

IN  WITNESS  WHEREOF, the parties hereto have executed this Agreement on the day
and  year  first  above  written.

                              SELLER:
                              ------

                              DATANET,  INC.



                              By:  _____________________________________
                                    Richard  Stitt,  President


                              PURCHASER:
                              ---------

                              POMEROY  COMPUTER  RESOURCES,  INC.



                              By:  ___________________________________
                                   Stephen E. Pomeroy, Chief Financial Officer


                                       -4-
<PAGE>
                                   EXHIBIT A
                                   ----------

                            STATES IN WHICH PURCHASER
                          AND/OR SUBSIDIARIES OR OTHER
                          AFFILIATES TRANSACT BUSINESS


     1.      Alabama
     2.      Arkansas
     3.      California
     4.      Florida
     5.      Georgia
     6.      Indiana
     7.      Illinois
     8.      Iowa
     9.      Kentucky
     10.     Michigan
     11.     Minnesota
     12.     Mississippi
     13.     North  Carolina
     14.     Ohio
     15.     Oklahoma
     16.     Pennsylvania
     17.     South  Carolina
     18.     Tennessee
     19.     Texas
     20.     Virginia
     21.     West  Virginia


<PAGE>