EMPLOYMENT AGREEMENT


THIS  AGREEMENT  made  as  of  the  6th day of May, 1999, by and between POMEROY
COMPUTER  RESOURCES,  INC.,  a  Delaware  corporation  ("Company"), and B. SCOTT
DOBSON  ("Employee").

                              W I T N E S S E T H :

WHEREAS,  the  Company  entered  into  an  Asset  Purchase  Agreement ("Purchase
Agreement")  of  even  date pursuant to which it purchased substantially all the
assets of Systems Atlanta Commercial Systems, Inc. (Systems Atlanta) used in its
business  of  marketing  and selling a broad range of microcomputers and related
products  including  equipment  selection  procurement  and  configuration;  and

WHEREAS, Employee, as an inducement for and in consideration of Company entering
into  the  Purchase  Agreement,  has  agreed  to  enter  into  and  execute this
Employment  Agreement  pursuant  to  Section  6  thereof;  and

WHEREAS,  Company  desires  to  engage the services of Employee, pursuant to the
terms,  conditions  and  provisions  as  hereinafter  set  forth.

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

1.   Employment.  The Company  agrees to employ the  Employee,  and the Employee
     ----------
     agrees  to be  employed  by the  Company,  upon  the  following  terms  and
     conditions.

2    Term. The initial term of Employee's  employment pursuant to this Agreement
     ----
     shall begin on the 6th day of May, 1999, and shall continue for a period of
     four (4) years,  ending May 5th, 2003 unless terminated earlier pursuant to
     the provisions of Section 10, provided that Sections 8, 9, 10(b) and 11, if
     applicable,  shall survive the  termination of such  employ-ment  and shall
     expire in accordance with the terms set forth therein.

3.   Renewal Term. The term of Employee's  employment shall  automatically renew
     -------------
     for  additional  consecutive  renewal  terms of one (1) year unless  either
     party gives written notice of his/its intent not to renew the terms of this
     Agreement sixty (60) days prior to expiration of the then expiring term.

4.   Duties.  Employee shall serve as General Manager for the Company's  Atlanta
     ------
     Division.  Employee shall perform such duties in Cobb County,  Georgia,  or
     the  counties  contiguous  to  Cobb  County,  Georgia.  Employee  shall  be
     responsible to and report  directly to the officers of Company.  The duties
     assigned  to  Employee  shall  not be  inconsistent  with  those  typically
     assigned to a person  holding the position set forth above.  Employee shall
     at all time  have  such  powers  and  authorities  as  shall be  reasonably
     required to discharge such duties in an efficient manner together with such
     facilities and services as are appropriate to his position.  Employee shall
     devote  his best  efforts  and  substantially  all his time  during  normal
     business hours to the diligent,  faithful and loyal discharge of the duties
     of his employment and towards the proper,  efficient and successful conduct
     of the Company's  affairs.  Employee  fur-ther agrees to refrain during the
     term of this  Agreement  from  making any sales of  competing  services  or
     products or from profiting from any transaction

                                      -1-
<PAGE>
     involving computer services or products for his account without the express
     written  consent  of  Company.  Nothing  contained  herein  shall  preclude
     Employee  from  owning  stock in  Systems  Atlanta,  Inc.  or  serving as a
     director thereof.

5.   Compensation.  For  all  services  rendered  by  the  Employee  under  this
     ------------
     Agreement  (in  addition to other  monetary or other  benefits  referred to
     herein), compensation shall be paid to Employee as follows:

     (a)  Award of Stock Options:  On the execution of this Agreement,  Employee
          shall be awarded,  pursuant to an Award Agreement,  a copy of which is
          attached  hereto as Exhibit A, the right to acquire  10,000  shares of
          common stock,  .01 par value, of the Company subject to any conditions
          contained in the Pomeroy Computer  Resources,  Inc.  Non-Qualified and
          Incentive Stock Option Plan and Award  Agreement.  Such award of stock
          options to acquire  the common  stock of the  Company  shall be at the
          fair market value of such common stock as of the applicable  date. For
          purposes of this Agreement, the fair market value as of the applicable
          date shall mean with respect to the common shares, the average between
          the  high  and  low  bid  and  ask  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).

     (b)  Base  Salary:  During each  fiscal  year of the  initial  term of this
          Agreement  (unless   renegotiated  by  the  mutual  agreement  of  the
          parties),  Employee shall be paid an annual base salary of Eighty-Four
          Thousand  Dollars  ($84,000.00).  Said base salary shall be payable in
          accordance with the historical payroll practices of the Company.

     (c)  Annual Cash Bonus - Atlanta  Division:  In addition to Employee's base
          salary as set forth in Section 5(b) above,  for the period  commencing
          upon the closing of the Purchase Agreement and ending January 5, 2000,
          Employee shall be entitled to a cash bonus and incentive  stock option
          award  in the  event  Employee  satisfies  certain  economic  criteria
          pertaining to the Company's Atlanta Division set forth as follows:

          (i)  Gross  sales  of   Company's   Atlanta   Division   greater  than
               $6,666,667.00  but not less than  $8,000,000.00  with net  profit
               before taxes (NPBT) greater than 4%, equals  $6,667.00 cash bonus
               plus 3,333 incentive stock options;

          (ii) Gross  sales  of   Company's   Atlanta   Division   greater  than
               $8,000,000.00 but less than  $9,333,333.00 with NPBT greater than
               4% equals  $13,333.00  cash  bonus  plus  5,000  incentive  stock
               options;

          (iii)Gross  sales  of   Company's   Atlanta   Division   greater  than
               $9,333,333.00  with NPBT greater than 4% equals  $20,000.00  cash
               bonus plus 6,667 incentive stock options.

          (iv) For  purposes of this  Section  5(c),  the term Gross Sales shall
               mean the gross  sales of  equipment,  software  and  services  by
               Company's Atlanta Division or any other Atlanta Division operated
               by any subsidiary of Company,  determined on a consolidated basis
               during  the  applicable   period.  In  making  said  gross  sales
               determination, all gains and losses realized on the sale or other
               disposition  of Companys or any  subsidiarys  Atlanta  Division's
               assets not in the ordinary course shall be excluded. In addition,
               any gross sales of Company's or its subsidiarys  Atlanta Division
               relating to any acquisitions that are closed in

                                      -2-
<PAGE>
               such year shall be  excluded.  All  refunds or returns  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   Companys   Atlanta
               Divisions's  accounting  system.  Such  gross  sales  and NPBT of
               Company's  Atlanta  Division shall be determined by the Company's
               internally  generated  accounting   statements  determined  on  a
               consolidated   basis  in  the  manner  set  forth  above  and  in
               accordance with generally accepted accounting principles.  During
               the period commencing with the closing of the Purchase  Agreement
               and ending  January 5, 2000,  a  combined  1.8% MAS  royalty  and
               AdFund fee on gross sales by Companys  Atlanta  Division shall be
               made  incident  to said NPBT  determination.  Key  services to be
               provided  the Atlanta  Division by Company  under the MAS royalty
               and AdFund fee include the following:  (i) accounting  (including
               AP  and  financial  statement  preparation);   (ii)  payroll,  HR
               (including  benefits),  legal,  MIS support  and  administration;
               (iii) centralized warehousing and configuration; (iv) advertising
               and technical training; (v) Company and branch events,  marketing
               and promotional materials;  and (vi) HQ Funds, soft dollar, spiff
               and co-op  tracking.  For each  subsequent  fiscal year for which
               Employee may be entitled to a bonus hereunder, the parties shall,
               in good  faith,  agree upon MAS  royalty  and  AdFund  fees to be
               charged  hereunder  based on the level of  services  and  support
               being provided by the Company to its Atlanta Division.  Provided,
               however,  such MAS  royalty  and AdFund fees shall be 1.8% if the
               parties  are unable to come to an  agreement  for such year.  Any
               cash bonus amount determined under Section 5 (c) shall be payable
               to Employee  within  thirty (30) days of the  determination.  For
               purposes of this  Section,  the term  Companys  Atlanta  Division
               shall be the  business  acquired by Company from Seller under the
               Purchase  Agreement  including the business  acquired by Companys
               wholly-owned  subsidiary,  Pomeroy Select Integration  Solutions,
               Inc.  under the Purchase  Agreement  and shall  include  Companys
               operations in Atlanta,  Georgia that existed prior to the closing
               of the Purchase Agreement.

          (v)  Any award of the  incentive  stock  options to acquire the common
               stock of Company  shall be made fifty percent (50%) in the shares
               of the  Company  and  fifty  percent  (50%) in the  shares of the
               Companys subsidiary (Pomeroy Select Integration Solutions,  Inc.)
               if it is a publicly  traded entity at such time, as of January 5,
               2000 or any other  applicable date, which shall mean with respect
               to such  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).  In the event the stock of
               Pomeroy Select Integration Solutions, Inc. is not publicly traded
               as of January 5, 2000, Company shall have the right to award 100%
               in the shares of the  Company  (in lieu of 50%) or shall have the
               right to pay to Employee, in cash, the fair

                                      -3-
<PAGE>
               market  value of such 50% of the  stock  options  of the  Company
               determined  under the Black Scholes  method of valuation of stock
               options. Any options awarded shall be subject to a vesting period
               determined  by the Board of Directors  of the Company,  but in no
               event shall said vesting period be greater than five (5) years.

          (vi) The parties agree that in January,  2000, January, 2001, January,
               2002 and January,  2003,  they will negotiate in good faith,  the
               level of gross sales and NPBT of Company's  Atlanta  Division for
               the aforementioned cash bonus and incentive stock option award to
               be earned for such years,  which  gross  sales and NPBT  criteria
               shall be predicated  upon  Company's  Atlanta  Division's  goals,
               projections and budgets  established at the outset of such fiscal
               year.

     (d)  In addition to Employee's base salary as set forth in Section 5(b) and
          any annual cash  bonus/incentive  stock option award that Employee may
          be  entitled  to  under  Section  5(c)  based  on  Company's   Atlanta
          Division's performance, Employee shall be entitled to a cash bonus and
          incentive  deferred  compensation  and an incentive stock option award
          for the year 1999 in the event  Employee  satisfies  certain  economic
          criteria  pertaining to Company's  performance  during the fiscal year
          1999, as follows:

          (i)  Gross sales of Company greater than $770,000,000.00 but less than
               or equal to  $800,000,000.00  with NPBT  greater than 5.5% equals
               $10,000.00 cash plus 2,500 incentive stock options;

          (ii) Gross sales of Company greater than $800,000,000.00 but less than
               or equal to  $830,000,000.00  with NPBT  greater than 5.5% equals
               $20,000.00 cash plus 5,000 incentive stock options;

          (iii)Gross sales of Company  greater  than  $830,000,000.00  with NPBT
               greater  than 5.5% equals  $30,000.00  cash plus 7,500  incentive
               stock options.

          (iv) For purposes of this Section, the term Gross Sales shall mean the
               gross sales of equipment, software and services by Company during
               the applicable  period,  determined on a consolidated  basis.  In
               making  said  gross  sales  determination,  all gains and  losses
               realized on the sale or other  disposition of Companys assets not
               in the ordinary course shall be excluded.  All refunds or returns
               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  Companys  accounting
               system.  Such Gross Sales and net pre-tax margin of Company shall
               be  determined by the Chief  Financial  Officer of the Company in
               accordance with generally accepted accounting principles and such
               determination  shall be final,  binding and  conclusive  upon all
               parties  hereto.  All amounts due  Employee  under  Section  5(d)
               (other  than  the  award of any  incentive  stock  options)  will
               constitute incentive deferred compensation which shall be payable
               to Employee  according  to the terms and the  Incentive  Deferred
               Compensation Agreement attached hereto and incorporated herein as
               Exhibit B. Any  incentive  deferred  compensation  shall be fully
               vested  over  a  five-year  period,   vesting  20%  per  year  of
               employment from the effective date of this Agreement.

                                      -4-
<PAGE>
          (v)  Any award of the  incentive  stock  options to acquire the common
               stock of Company  shall be made fifty percent (50%) in the shares
               of the  Company  and  fifty  percent  (50%) in the  shares of the
               Companys subsidiary (Pomeroy Select Integration Solutions,  Inc.)
               if it is a publicly  traded entity at such time, as of January 5,
               2000 or any other  applicable date, which shall mean with respect
               to such  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).  In the event the stock of
               Pomeroy Select Integration Solutions, Inc. is not publicly traded
               as of January 5, 2000, Company shall have the right to award 100%
               in the shares of the  Company  (in lieu of 50%) or shall have the
               right to pay to Employee,  in cash, the fair market value of such
               50% of the stock  options  of the  Company  determined  under the
               Black Scholes method of valuation for stock options.  Any options
               awarded  shall be subject to a vesting  period  determined by the
               Board of  Directors  of the  Company,  but in no event shall said
               vesting period be greater than five (5) years.

          (vi) The parties agree that in January,  2000, January, 2001, January,
               2002 and  January,  2003,  they will  negotiate in good faith the
               implementation  of economic criteria for the earning of incentive
               deferred  compensation  and  incentive  stock  option  award  for
               Employee for each of the remaining fiscal years of this Agreement
               which will be predicated  upon the attainment of Companys  goals,
               projections and budgets established at the outset for such fiscal
               year  which  shall be  consistent  with the  goals  set forth for
               senior  management  of Company for such  year(s).  The  incentive
               deferred  compensation and incentive stock option awards shall be
               predicated  on  the  structure  (as  to  amounts)  used  for  the
               incentive deferred  compensation/incentive  stock option award of
               Company for the year 1999.

          (vii)Company  will  deliver to  Employee  copies of the reports of any
               determination  made hereunder by Company for the subject  period,
               along with any  documentation  reasonably  requested by Employee.
               Within fifteen (15) days  following  delivery to Employee of such
               report, Employee shall have the right to object in writing to the
               results contained in such  determination.  If timely objection is
               not made by Employee to such  determination,  such  determination
               shall become final and binding for purposes of this Agreement. If
               a timely  objection  is made by  Employee,  and the  Company  and
               Employee are able to resolve their  differences in writing within
               fifteen (15) days  following the expiration of the initial 15-day
               period, then such determination shall become final and

                                      -5-
<PAGE>
               binding as it pertains to this Agreement.  If timely objection is
               made by Employee to Company,  and Employee and Company are unable
               to resolve their  differences in writing within fifteen (15) days
               following the expiration of the initial  15-day period,  then all
               disputed matters  pertaining to the report shall be submitted and
               reviewed  by  the  Arbitrator  (Arbitrator),  which  shall  be an
               independent  accounting firm selected by Company and Employee. If
               Employee  and  Company  are  unable  to  promptly  agree  on  the
               accounting firm to serve as the Arbitrator, each shall select, by
               not later than fifteen (15) days  following the expiration of the
               initial fifteen (15) day period,  one accounting firm and the two
               selected  accounting  firms  shall then be  instructed  to select
               promptly a third  accounting  firm, such third accounting firm to
               serve as the Arbitrator.  The Arbitrator  shall consider only the
               disputed matters  pertaining to the  determination  and shall act
               promptly to resolve all disputed matters. A decision with respect
               to all disputed  matters  shall be final and binding upon Company
               and Employee. The expenses of Arbitration shall be borne one-half
               by  Employee  and  one-half  by  Company.  Each  party  shall  be
               responsible for his/its own attorney and accounting fees.

6.   Fringe  Benefits.  During  the term of this  Agreement,  Employee  shall be
     ----------------
     entitled to the following benefits:

     (a)  Health Insurance - Employee shall be provided with the standard family
          medical  health and  insurance  coverage  maintained by Company on its
          employees.  Company and Employee shall each pay fifty percent (50%) of
          the cost of such coverage.

     (b)  Vacation - Employee shall be entitled each year to a vacation of three
          weeks  during  which  time  his  compensa-tion  will be paid in  full.
          Provided,  however,  such weeks may not be taken consecutively without
          the written consent of Company.

     (c)  Retirement   Plan  -  Employee   shall   participate,   after  meeting
          eligibility  requirements,  in any qualified  retirement  plans and/or
          welfare  plans  maintained  by the  Company  during  the  term of this
          Agreement.

     (d)  Automobile  -  Company  shall  provide  Employee  with  an  automobile
          allowance of $400.00 per month.  Employee shall be responsible for all
          insurance, maintenance and repairs to such vehicle.

     (e)  Cellular  Telephone - Company shall  provide  Employee with a cellular
          telephone  allowance  of $75.00  per  month.  Employee  shall  provide
          Company, upon request, with documentation  supporting the business use
          of said cellular telephone.

     (f)  Other Company  Programs - Employee shall be eligible to participate in
          any other plans or programs  implemented by the Company for all of its
          employees with duties and responsibilities similar to Employee.

     (g)  Employee shall be  responsible  for any and all taxes owed, if any, on
          the fringe benefits provided to him pursuant to this Section 6.

7.   Expenses. During the term of this Agreement,  Employee shall be entitled to
     --------
     receive prompt  reimbursement  for all reasonable and customary  travel and
     entertainment expenses or other out-of-pocket business expenses incurred by

                                      -6-
<PAGE>
     Employee  in  fulfilling   the  Employee's   duties  and   responsibilities
     hereunder, including, all expenses of travel and living expenses while away
     from  home on  business  or at the  request  of and in the  service  of the
     Company,  provided  that such  expenses are incurred and  accounted  for in
     accordance with the reasonable  policies and procedures  established by the
     Company.

8.   Non-Competition.  Employee expressly acknowledges the provisions of Section
     ---------------
     7 of the Purchase Agreement relating to Employee's  Covenant Not to Compete
     with  Company and also  Employees  Covenant  Not to Compete  with  Companys
     wholly-owned  subsidiary,   Pomeroy  Select  Integration  Solutions,   Inc.
     Accordingly,  such  provisions  of  Section  7 are  incorporated  herein by
     reference to the extent as if restated in full  herein.  In addition to the
     consideration received under this Agreement,  Employee acknowledges that as
     one of the  owners  of the  common  stock  of  Systems  Atlanta  Commercial
     Systems,  Inc., he has received substantial  consideration pursuant to such
     Purchase  Agreement and that as an inducement for, and in consideration of,
     Company entering into the Purchase Agreement and Company entering into this
     Agreement,  Employee has agreed to be bound by such provisions of Section 7
     of the Pur-chase Agreement.  Accordingly,  such provisions of Section 7 and
     Exhibits I-2 and I-3 and the restrictions on Employee thereby imposed shall
     apply as stated therein.

9.   Non-Disclosure  and Assignment of  Confidential  Information.  The Employee
     ------------------------------------------------------------
     acknowledges   that  the  Company's  trade  secrets  and  confidential  and
     proprietary information, including without limitation:

     (a)  unpublished information concerning the Company's:

            (i)     research  activities  and  plans,
           (ii)     marketing  or  sales  plans,
          (iii)     pricing  or  pricing  strategies,
           (iv)     operational  techniques,
            (v)     customer  and  supplier  lists,  and
           (vi)     strategic  plans;

     (b)  unpublished financial information,  including unpublished  information
          concerning revenues, profits and profit margins;

     (c)  internal confidential manuals; and

     (d)  any "material inside  information" as such phrase is used for purposes
          of the Securities Exchange Act of 1934, as amended;

all  constitute  valuable,  special  and  unique  proprietary  and trade  secret
information of the Company.  In  recognition  of this fact, the Employee  agrees
that the Employee  will not disclose any such trade secrets or  confidential  or
proprietary information (except (i) information which becomes publicly available
without violation of this Agreement,  (ii) information of which the Employee did
not know and should not have known was disclosed to the Employee in violation of
any other person's confidentiality  obligation, and (iii) disclosure required in
connection with any legal process),  nor shall the Employee make use of any such
information  for the  benefit of any person,  firm,  operation  or other  entity
except the Company and its subsidiaries or affiliates. The Employee's obligation
to keep all of such information confidential shall be in effect during and for a
period of five (5) years  after the  termination  of his  employment;  provided,
however,  that the  Employee  will keep  confidential  and will not disclose any
trade secret or similar  information  protected under law as intangible property
(subject to the same exceptions set forth in the parenthetical clause above) for
so long as such protection under law is extended.

                                      -7-
<PAGE>
10.  Termination.
     -----------

     (a)  The  Employee's  employment  with the Company may be terminated at any
          time as follows:

          (i)  By Employee's death;

          (ii) By  Employee's   physical  or  mental  disability  which  renders
               Employee unable to perform his duties hereunder;

          (iii)By the Company,  for cause upon three (3) day's written notice to
               Employee. For purposes of this Agreement,  the term "cause" shall
               mean  termination  upon:  (i) the engaging by Employee in conduct
               which is  demonstrably  and materially  injurious to the Company,
               monetarily  or  otherwise,  including  but  not  limited  to  any
               material  misrepresentation  related  to the  performance  of his
               duties;  (ii) the  conviction  of  Employee  of a felony or other
               crime involving theft or fraud,  (iii)  Employee's gross neglect,
               gross  misconduct  or gross  insubordination  in carrying out his
               duties hereunder  resulting,  in either case, in material harm to
               the  Company;  or (iv) any  material  breach by  Employee of this
               Agreement.  Notwithstanding the foregoing,  Employee shall not be
               deemed  to have  been  terminated  for  cause  under (i) and (iv)
               above, unless and until there has been delivered to him a copy of
               the  resolution  of an  officer  of  the  Company,  finding  that
               Employee  engaged in the conduct set forth above in this  section
               and specifying the  particulars  thereof in detail,  and Employee
               shall not have cured or abated  such  conduct  to the  reasonable
               satisfaction  of the Company  within fifteen (15) days of receipt
               of such resolution.  This provision shall be applicable solely to
               the extent the  conduct to which the  alleged  breach  relates is
               susceptible  to being cured in the  reasonable  determination  of
               such officer.

     (b)  Compensation  upon  Termination:   In  the  event  of  termination  of
          employment,  the Employee or his estate, in the event of death,  shall
          be  entitled to his annual  base  salary and other  benefits  provided
          hereunder to the date of his termination.  In addition, Employee shall
          be  entitled  to  receive  any  bonus  accrued  to  the  date  of  his
          termination of employment as provided in Sections 5(c) and 5(d), which
          shall be payable (if applicable) pursuant to the terms thereof.

11.  Disability.  In the event that Employee becomes temporarily disabled and/or
     ----------
     totally and permanently disabled, physically or mentally, which renders him
     unable to perform his duties hereunder,  Employee shall receive one hundred
     percent  (100%) of his base  annual  salary  (in effect at the time of such
     disability) for a period of one (1) year following the initial date of such
     disability  (offset by any  payments to the Employee  received  pursuant to
     disability benefit plans, if any, maintained by the Company.) Such payments
     shall be payable in twelve consecutive equal monthly installments and shall
     commence thirty (30) days after the determination by the physicians of such
     disability as set forth below.

                                      -8-
<PAGE>
     For purposes of this Agreement,  Employee shall be deemed to be temporarily
     disabled  and/or  totally  and  permanently  disabled if attested to by two
     qualified  physicians,  (one to be  selected  by  Company  and the other by
     Employee) competent to give opinions in the area of the disabled Employee's
     physical  and/or mental  condition.  If the two physicians  disagree,  they
     shall select a third physician, whose opinion shall control. Employee shall
     be  deemed  to be  temporarily  disabled  and/or  totally  and  permanently
     disabled  if  he  shall  become  disabled  as a  result  of  any  medically
     determinable  impairment of mind or body which  renders it  impossible  for
     such  Employee  to perform  satisfactorily  his duties  hereunder,  and the
     qualified physician(s) referred to above certify that such disability does,
     in fact, exist. The opinion of the qualified physician(s) shall be given by
     such physician(s),  in writing directed to the Company and to Employee. The
     physician(s)  decision  shall include the date that  disability  began,  if
     possible, and the 12th month of such disability,  if possible. The decision
     of such  physician(s)  shall be final and  conclusive  and the cost of such
     examination shall be paid by Company.

12.  Severability.  In case any one (1) or more of the  provisions  or part of a
     ------------
     provision contained in this Agreement shall be held to be invalid,  illegal
     or   unenforceable  in  any  respect,   such   invalidity,   illegality  or
     unenforceability  shall  not  affect  any  other  provision  or  part  of a
     provision of this Agreement.  In such a situation,  this Agreement shall be
     reformed  and  construed  as if  such  invalid,  illegal  or  unenforceable
     provision,  or part of a provision,  had never been contained  herein,  and
     such  provision  or part shall be reformed so that it will be valid,  legal
     and enforceable to the maximum extent possible.

13.  Governing  Law. This  Agreement  shall be governed and construed  under the
     -------------
     laws of the State of Georgia and shall not be modified  or  discharged,  in
     whole or in part, except by an agreement in writing signed by the parties.

14.  Notices. All notices,  requests,  demands and other communications relating
     -------
     to this Agreement shall be in writing and shall be deemed to have been duly
     given if delivered  personally or mailed by certified or  registered  mail,
     return receipt  re-quested,  postage prepaid to the following addresses (or
     to such other address for a party as shall be specified by notice  pursuant
     hereto):

     If  to  Company,  to:     Pomeroy  Computer  Resources,  Inc.
                               1020  Petersburg  Road
                               Hebron,  Kentucky  41048

     With  a  copy  to:        James  H.  Smith  III,  Esq.
                               Lindhorst  &  Dreidame  Co.,  L.P.A.
                               312  Walnut  Street,  Suite  2300
                               Cincinnati,  Ohio  45202

     If  to  Employee,  to:    the  Employee's  residential  address,  as
                               set  forth  in  the  Company's  records

     With  a  copy  to:        Tully  Hazell,  Esq.
                               Burr  &  Forman
                               600  W.  Peachtree
                               Suite  1200
                               Atlanta,  GA  30308

                                      -9-
<PAGE>
15.  Enforcement of Rights.  The parties expressly  recognize that any breach of
     ---------------------
     this Agreement by either party is likely to result in irrevocable injury to
     the other party and agree that such other party shall be entitled, if it so
     elects,  to institute and prosecute  proceedings  in any court of competent
     jurisdiction in Cobb County, Georgia, either at law or in equity, to obtain
     damages  for any  breach of this  Agreement,  or to  enforce  the  specific
     performance  of this  Agreement  by each  party or to enjoin any party from
     activities  in violation of this  Agreement.  Should either party engage in
     any activities prohibited by this Agreement,  such party agrees to pay over
     to the other party all  compensation,  remuneration,  monies or property of
     any sort received in connection  with such  activities.  Such payment shall
     not impair any rights or remedies of any non-breaching party or obligations
     or  liabilities  of any breaching  party  pursuant to this Agreement or any
     applicable law.

16.  Entire  Agreement.  This Agreement and the Purchase  Agreement  referred to
     -----------------
     herein contain the entire  understanding of the parties with respect to the
     subject matter contained  herein and may be altered,  amended or superseded
     only  by an  agreement  in  writing,  signed  by  the  party  against  whom
     enforcement of any waiver, change, modification,  extension or discharge is
     sought.

17.  Parties  in  Interest.
     ---------------------

     (a)  This Agreement is personal to each of the parties hereto. No party may
          assign or delegate any rights or obligations  hereunder  without first
          obtaining  the written  consent of the other party  hereto;  provided,
          however,  that nothing in this Section 17 shall  preclude (i) Employee
          from   designating  a  beneficiary  to  receive  any  benefit  payable
          hereunder upon his death, or (ii) executors,  administrators, or legal
          representatives  of Employee or his estate from  assigning  any rights
          hereunder to person or persons entitled thereto.  Notwithstanding  the
          foregoing,  this  Agreement  shall be  binding  upon and  inure to the
          benefit of any successor corporation of Company

     (b)  The Company will require any successor (whether direct or indirect, by
          purchase, merger,  consolidation or otherwise) to all or substantially
          all of the assets of the Company or the business with respect to which
          the duties and  responsibilities of Employee are principally  related,
          to expressly  assume and agree to perform  this  Agreement in the same
          manner and to the same extent that Company would have been required to
          perform  it if no such  succession  had taken  place.  As used in this
          Agreement "Company" shall mean the Company as hereinbefore defined and
          any  successor  to its  business  and/or  assets  as  aforesaid  which
          executes and delivers the  assumption  agreement  provided for in this
          Section  17 or which  otherwise  becomes  bound by all the  terms  and
          provisions of this Agreement by operation of law.

18.  Representations  of Employee.  Employee  represents and warrants that he is
     ----------------------------
     not  party to or bound by any  agreement  or  contract  or  subject  to any
     restrictions  including  without  limitation  any  restriction  imposed  in
     connection with previous  employment which prevents  Employee from entering
     into and performing his obligations under this Agreement.

19.  Counterparts.  This  Agreement may be executed  simulta-neously  in several
     ------------
     counterparts,  each of which  shall  be  deemed  an  original  part,  which
     together shall constitute one and the same instrument.

                                      -10-
<PAGE>
IN  WITNESS  WHEREOF,  this Agreement has been executed effec-tive as of the day
and  year  first  above  written.

WITNESSES:                         COMPANY:
                                   POMEROY  COMPUTER  RESOURCES,  INC.
__________________________

__________________________          By:_________________________________
                                       Stephen  E.  Pomeroy
                                       Chief  Financial  Officer


                                   EMPLOYEE:
__________________________

__________________________          ____________________________________
                                       B. SCOTT  DOBSON

                                      -11-
<PAGE>