AGREEMENT
                                    ---------


This  Agreement  made  and  entered  into  this _____ day of August 1999, by and
between  RODNEY  LEAS  (hereinafter referred to as "Owner") and POMEROY COMPUTER
RESOURCES,  INC.,  a  Delaware  corporation  (hereinafter  referred  to  as
"Purchaser").

                              W I T N E S S E T H :

WHEREAS, simultaneously with the execution of this Agreement,  Purchaser entered
into  a  Stock  Purchase  Agreement  ("Stock Purchase Agreement") with Owner and
THOMAS  F. SCHNEIDER (hereinafter referred to collectively as the  Shareholders)
for  the  acquisition  by  Purchaser  of  one  hundred  percent  (100%)  of  the
outstanding  capital  shares  in  ACME  DATA  SYSTEMS, INC., an Ohio corporation
(Company);  and

WHEREAS, immediately prior to the closing date (as defined in the Stock Purchase
Agreement), Owner owned twenty-five (25) shares of the outstanding capital stock
of  Company;  and

WHEREAS, Purchaser would not have entered into the Stock Purchase Agreement with
all of the Shareholders without the consent of Owner to enter into this covenant
not  to  compete  agreement;  and

WHEREAS,  pursuant to Article VII of said Stock Purchase Agreement, Owner 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 Stock
Purchase  Agreement,  the  parties  hereto  agree  as  follows:

1.     As an inducement for Purchaser to enter into the Stock Purchase Agreement
with the Shareholders, Owner covenants and agrees that for a period equal to the
later of four (4) years from the closing of the Stock Purchase Agreement of even
date  or  one (1) year after the termination of Owners employment with Purchaser
pursuant  to  the terms of an Employment Agreement of even date, Owner will not,
or  with  any  other  person, corporation or entity, directly or indi-rectly, by
stock or other ownership, investment, management, employment or otherwise, or in
any  relation-ship  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

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     (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  Owner 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 and
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.

     Owner  has  carefully read all the terms and conditions of this Paragraph 1
and  has  given  careful consideration to the covenants and restrictions imposed
upon Owner herein, and agrees that the same are necessary for the reasonable and
proper  protection  of  Owner's  Business  acquired  by  Purchaser and have been
separately  bargained  for  and  agrees that Purchaser has been induced to enter
into  the  Stock  Purchase  Agree-ment  and  pay  the consideration described in
Paragraph  2  by the represen-tation of Owner that he will abide by and be bound
by  each  of  the  covenants  and  restrictions  herein;  and  Owner 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.  Owner 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
irrespec-tive  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 Stock 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 pro-visions of Paragraph 1 of
this  Agreement  shall continue in force and effect; and that if such invalidity
or  unenforceability is due to the reason-ableness 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 deter-mined by
arbitration  or  by  a  Court  of  competent  jurisdiction  to  be  reasonable.

2.     The consideration for Owner's covenant not to compete shall be One Dollar
($1.00)  and  other  valuable consideration, including the consideration paid by
the  Purchaser  to  Owner  pursuant  to  an  Stock  Purchase  Agreement.

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

4.     This  Agreement shall be construed in accordance with and governed by the
laws  of  the  State  of  Ohio.


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


                                     __________________________________
                                     RODNEY  LEAS

                                     POMEROY  COMPUTER  RESOURCES  ,  INC.


                                  By:________________________________
                                     STEPHEN E. POMEROY, Chief Financial Officer

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                                    EXHIBIT A
                                    ---------

                             STATES IN WHICH POMEROY
                          AND/OR ITS PARENT CORPORATION
                      AND/OR SUBSIDIARIES TRANSACT BUSINESS


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

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